HomeMy WebLinkAboutA9014 - Aloe Palm CanyonRECORDING REQUESTED BY:
City of Palm Springs
WHEN RECORDED MAIL TO AND
MAIL TAX STATEMENTS TO:
City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, California 92262
Attn: City Manager
Exempt from Recording Fees pursuant to
Government Code sections 27383 and 27388.1(a)(2)
SPACE ABOVE FOR RECORDER'S USE ONLY
GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S):
Documentary Transfer Tax is $
PART ONE
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
CITY OF PALM SPRINGS, a California charter city and municipal corporation ("Grantor"),
hereby grants to Aloe Palm Canyon, L.P., a California limited partnership ("Grantee"), that
certain real property located in the City of Palm Springs, County of Riverside, State of Cal ifornia,
specifically described in Exhibit "A" attached to this Grant Deed ("Property') and made a part of
this Grant Deed by this reference. Capitalized terms that are not otherwise defined in this Grant
Deed will have the meanings as defined in that certain Amended and Restated Disposition and
Development Agreement entered December 20, 2022 by and between Grantor and Grantee.
PART TWO
The conveyance of the Property by the Grantor to the Grantee in Part One is subject to the
following conditions, covenants and restrictions:
Section 1. Obligation to Refrain from Discrimination. The Grantee for itself, its
successors and assigns to all or any part or portion of the Property and/or Project, covenants and
agrees that:
1.1 There shall be no discrimination against or segregation of any person, of
group of persons, on account of actual or perceived sex, age, marital status, race, color, religion,
creed, national origin (i.e, place of origin, immigration status, cultural or linguistic characteristics,
or ethnicity), or ancestry, sexual orientation, gender identity, gender expression, physical or
55575 18175,,40870939 2
mental disability, or medical condition (each a "Prohibited Basis") in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any
person claiming under or through it, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy
of tenants, lessees, sub -tenants, sub -lessees or vendees of the Property. Notwithstanding the
preceding sentence, selection of tenants for housing units based on age, physical or mental
disability, or medical condition shall not violate this Section if said housing units are funded by a
program that requires the selection of tenants based on those characteristics. With respect to
familial status, this Section shall not be construed to apply to housing for older persons, as defined
in Section 12955.9 of the Government Code. With respect to familial status, nothing in this Section
shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code
relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the
Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply
to this Section. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision
(n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section.
1.2 In connection with its performance under the Agreement, Developer shall
not discriminate against any employee or applicant for employment because of a Prohibited Basis.
Developer shall ensure that applicants are employed, and that employees are treated during their
employment, without regard to any Prohibited Basis. As a condition precedent to City's lawful
capacity to enter the Agreement, and in executing the Agreement, Developer certifies that its
actions and omissions thereunder shall not incorporate any discrimination arising from or related
to any Prohibited Basis in any Developer activity, including but not limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship; and further, that Developer is in frill compliance with the provisions of Palm
Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits,
relating to non-discrimination in city contracting.
1.3 The covenant of this Section 1 shall run with the land of the Property in
perpetuity and shall be enforceable against the Grantee and its successors and assigns in perpetuity.
Section 2. Form of Non -Discrimination and Non -Segregation Clauses. The Grantee
for itself, its successors and assigns to all or any part or portion of the Property and/or Project,
covenants and agrees that:
2.1 The Grantee, such successors and such assigns shall refrain from restricting
the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property (or
any portion thereof) on the actual or perceived sex, age, marital status, race, color, religion, creed,
national origin (i.e. place of origin, immigration status, cultural or linguistic characteristics, or
ethnicity), ancestry, sexual orientation, gender identity, gender expression, physical or mental
disability, or medical condition. All deeds, leases or contracts pertaining to the Property shall
contain or be subject to substantially the following non-discrimination or non -segregation
covenants:
(a) In deeds: "The grantee herein covenants by and for itself, its
successors and assigns, and all persons claiming under or through them, that there shall be no
55575 18175\40870939.2
discrimination against or segregation of, any person or group of persons on account of actual or
perceived sex, age, marital status, race, color, religion, creed, national origin (i.e. place of origin,
immigration status, cultural or linguistic characteristics, or ethnicity), ancestry, sexual orientation,
gender identity, gender expression, physical or mental disability, or medical condition in the sale,
lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed,
nor shall the grantee or any person claiming under or through it, establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, sub -tenants, sub -lessee, or vendees in the premises
herein conveyed. The foregoing covenants shall run with the land.
Notwithstanding the foregoing paragraph, with respect to familial status,
paragraph 2.1(a) shall not be construed to apply to housing for older persons, as defined in Section
12955.9 of the Government Code. With respect to familial status, nothing in the foregoing
paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 5 1.1l and 799.5 of the Civil
Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of
the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall
apply to the foregoing paragraph. The foregoing paragraph does not prohibit the selection of
tenants for housing units based on age, physical or mental disability, or medical condition if said
housing units are funded by a program that requires the selection of tenants based on those
characteristics."
(b) In leases: "The lessee herein covenants by and for itself, its
successors and assigns, and all persons claiming under or through them, and this lease is made and
accepted upon and subject to the following conditions: That there shall be no discrimination
against or segregation of any person or group of persons, on account of actual or perceived sex,
age, marital status, race, color, religion, creed, national origin (i.e. place of origin, immigration
status, cultural or linguistic characteristics, or ethnicity), ancestry, sexual orientation, gender
identity, gender expression, physical or mental disability, or medical condition in the leasing,
subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor
shall the lessee itself, or any person claiming under or through it, establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use, or occupancy, of tenants lessees, sub -lessee, sub -tenants, or vendees in the premises
herein leased.
Notwithstanding the foregoing paragraph, with respect to familial status,
paragraph 2.1(b) shall not be construed to apply to housing for older persons, as defined in Section
12955.9 of the Government Code. With respect to familial status, nothing in the foregoing
paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil
Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of
the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall
apply to the foregoing paragraph. The foregoing paragraph does not prohibit the selection of
tenants for housing units based on age, physical or mental disability, or medical condition if said
housing units are funded by a program that requires the selection of tenants based on those
characteristics."
(c) In contracts:
55575 18175\40870939 2
"There will be no discrimination against or segregation of any person or group of persons
on account of actual or perceived sex, age, marital status, race, color, religion, creed, national
origin (i.e. place of origin, immigration status, cultural or linguistic characteristics, or ethnicity),
ancestry, sexual orientation, gender identity, gender expression, physical or mental disability, or
medical condition in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
property nor will the transferee or any person claiming under or through the transferee establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees
of the land. Notwithstanding the preceding sentence, selection of tenants for housing units based
on age, physical or mental disability, or medical condition shall not violate this provision if said
housing units are funded by a program that requires the selection of tenants based on those
characteristics;
There shall be no discrimination in the performance of this agreement against any
employee or applicant for employment because of actual or perceived race, religion, color, sex,
age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or
linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression,
physical or mental disability, or medical condition (each a "prohibited basis");
All applicants for employment shall be employed, and employees shall be treated during
their employment, without regard to any prohibited basis; and
Performance under this agreement shall not incorporate any discrimination arising from or
related to any prohibited basis in any activity, including but not limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship; and
The parties to this agreement are familiar with and in full compliance with the provisions
of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of
benefits, relating to non-discrimination in City contracting."
2.2 The covenants of this Section 2 shall run with the land of the Site in
perpetuity.
Section 3. Satisfaction of Post -Closing Conditions. Grantor's delivery and Grantee's
acceptance of this Grant Deed shall be subject to the express condition that Developer shall satisfy
each of the below post -closing conditions (each, a "Post -Closing Condition") to the satisfaction of
City. In the event a Post -Closing Condition is not satisfied, Developer shall transfer ownership of
the Property to the City, and as consideration therefor, any amounts outstanding under the City
Loan shall be deemed repaid and the City will reimburse Developer for that portion of the purchase
price for the SA Property paid from Developer funds or other sources of financing and Developer
will cause any financing encumbrances recorded against the Property to be released. The
foregoing reversionary right of City shall automatically terminate upon satisfaction of the Post -
Closing Conditions.In the event Developer is unable to obtain funding commitments set forth in
the Project Budget's anticipated Permanent Financing sources (excepting those that constitute one
of the Closing Conditions below) by the Escrow Closing Date, Developer shall submit to City
55575 18175,40870939 2
such additional funding commitments no later than March 1, 2023. Such additional funding
commitments include without limitation Housing Accelerator supplemental funds, Permanent
Local Housing Allocation (PLHA) funds, and housing vouchers, or other funding commitments
satisfactory to the City.
3.2 Developer shall submit to the City a copy of the construction contract for
the Project in substantially final form (with a copy of the final construction contract being delivered
to the City by July 31, 2023);
3.3 Developer shall submit to the City copies of the Construction Financing
Documents in substantially final form (with copies of the final Construction Financing Documents
being delivered to the City by July 31, 2023);
3.4 No later than July 31. 2023, Developer shall obtain for the City's review
and approval, which may be withheld or conditioned in City's reasonable discretion and which
shall not be unreasonably delayed, a conditional forward loan commitment for each Permanent
Loan; and
3.5 No later than July 31, 2023, Developer shall submit to the City documents
evidencing a commitment from the Lender(s) of all Subordinate Loan(s), if any, to Developer to
provide the Subordinate Loan(s).
The undersigned declares exemption from the recording fee under Government Code
Section 27388.1 per Section 27388.1 (a) (2); recorded concurrently in connection with a
transfer subject to the imposition of documentary transfer tax.
(SIGNATURES ON NEXT PAGE]
55575 18175\40870939 2
SIGNATURE PAGE TO GRANT DEED
GRANTOR
CITY OF PALM SPRINGS
A California charter city and municipal corporation
By:
Teresa �GallaInterim City Manager
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]
GRANTEE
ALOE PALM CANYON, L.P.,
a California limited partnership
By: Aloe Palm Canyon LLC, a California limited
liability company, its general partner
By: West Hollywood Community Housing
Corporation, a California nonprofit public benefit
corporation, its sole member
Jesse Slansky, President and CEO
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]
55575 18175\40870939 2
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CA FORNIA
COUNTY OF ;V tr 5�afe
On this l q day of ��_, 202Lbefore me, �re0 f A6;
Notary Public, personally appeared (exesca Ga.11oava►+ who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: I�ytnJ /�' Seal _ ' eRbitc-Ca
B (Seal) Notary Public � Califon
Riverside County
Cannaa5IM a 2398347
o'er My Comm, txPires Mar 24, 2026
55373 1817SVA70939.2
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On this day of , 20_ before me, ,
Notary, Public, personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
55575 19175\40870939.2
(Seal)
EXHIBIT
TO
GRANT DEED
Property Legal Description
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL A: ASSESSOR'S PARCEL NO: 505-182-010
ALL THAT REAL PROPERTY SITUATED IN THE COACHELLA VALLEY COUNTY
WATER DISTRICT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND
PARTICULARLY DESCRIBED AS FOLLOWS:
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 10, IN THE TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE
AND MERIDIAN, BY METES AND BOUNDS, COMMENCING AT THE NORTHEAST
CORNER OF SAID SECTION 10; THENCE SOUTH 89°51' WEST, 353 FEET TO THE
CENTER LINE OF THE COUNTY HIGHWAY; THENCE SOUTH ON THE CENTER LINE
OF THE COUNTY HIGHWAYS, 700.13 FEET;
THENCE SOUTH 89°50' WEST 30 FEET, TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 89 50' WEST, 205.88 FEET; THENCE SOUTH 0°10' EAST, 211.68 FEET;
THENCE NORTH 89050' EAST 205.30 FEET, MORE OR LESS TO THE WESTERLY LINE
OF SAID COUNTY HIGHWAY;
THENCE NORTH ON SAID WESTERLY LINE OF THE COUNTY HIGHWAY, 211.88 FEET
MORE OR LESS, TO THE POINT OF BEGINNING.
555 75.18175',40870939.2
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, California 92262
Attn: City Manager
Exempt from Recording fee pursuant to Gov't Code ; 27383
NOTICE OF AGREEMENT
AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT
(Stevens Road and Palm Canyon Drive)
TO ALL INTERESTED PERSONS PLEASE TAKE NOTICE that Aloe Palm Canyon,
L.P., a California limited partnership (the "Developer") and the City of Palm Springs, a
California charter city and municipal corporation (the "City") entered into an agreement entitled
Amended and Restated Affordable Housing Disposition and Development Agreement (Stevens
Road and Palm Canyon Drive), dated as of December 20, 2022 (the "Agreement"). A copy of
the Agreement is on file with the City and is available for inspection and copying by interested
persons as a public record of the City at the City Clerk's office located at 3200 East Tahquitz
Canyon Way, Palm Springs, California 92262, during the City's regular business hours.
The Agreement affects the real property described in Exhibit A attached to this Notice of
Agreement (the "Property"). The meaning of defined terms, indicated by initial capitalization,
used in this Notice of Agreement shall be the same as the meaning ascribed to such terms in the
Agreement.
PLEASE TAKE FURTHER NOTICE that the Agreement contains certain development
covenants running with the land of the Property and other agreements between the Developer
and the City affecting the Property, as set forth below (all section references are to the
Agreement):
Section Error! Reference source not found of the Agreement provides:
4.1 Developer Covenant to Undertake Project. The Developer covenants, for
itself, its successors and assigns, to and for the benefit of the City, that the Developer shall
commence and complete the development of the Project on the Property within the time period
for such actions set forth in the Schedule of Performance. The Developer covenants and agrees
for itself, its successors, and assigns, that the Property shall be improved and developed with the
Project in substantial conformity with the terms and conditions of this Agreement, the Scope of
Development, the Schedule of Performance, any and all plans, specifications and similar
development documents required by this Agreement, except for such changes as may be
mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations,
orders and conditions of each Governmental Agency with jurisdiction over the Property or the
55575 18175\40870950 2
Project. The covenants of this Section 4.1 shall run with the land of the Property until the: date of
recordation of the Certificate of Completion.
Section Error! Reference source not found. of the Agreement provides:
5.1 Obligation to Refrain from Discrimination. The Developer for itself, its
successors and assigns to all or any part or portion of the Site and/or Project, covenants and
agrees that there shall be no discrimination against or segregation of any person, or group of
persons, on account of actual or perceived sex, age, marital status, race, color, religion, creed,
national origin (i.e. place of origin, immigration status, cultural or linguistic characteristics, or
ethnicity), ancestry, sexual orientation, gender identity, gender expression, physical or mental
disability, or medical condition (each a "Prohibited Basis") in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of the Site nor shall the Developer, itself or any person
claiming under or through it, establish or permit any such practice or practices of discrimination
or segregation with reference to the selection, location, number, use or occupancy of tenants,
lessees, sub -tenants, sub -lessees or vendees of the Site. Notwithstanding the preceding sentence,
selection of tenants for housing units based on age, physical or mental disability, or medical
condition shall not violate this Section if said housing units are funded by a program that requires
the selection of tenants based on those characteristics. With respect to familial status, this
Section Error! Reference source not found. shall not be construed to apply to housing for older
persons, as defined in Section 12955.9 of the Government Code. With respect to familial status,
nothing in this Section Error! Reference source not found, shall be construed to affect Section
51.2, 51.3, 51.4, 51.10, 5 1.11 and 799.5 of the Civil Code relating to housing for senior citizens.
Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and
(p) of Section 12955 of the Government Code shall apply to this Section Error! Reference
source not found..
In connection with its performance under this Agreement, Developer shall not
discriminate against any employee or applicant for employment because of a Prohibited Basis.
Developer shall ensure that applicants are employed, and that employees are treated during their
employment, without regard to any Prohibited Basis. As a condition precedent to City's lawful
capacity to enter this Agreement, and in executing this Agreement, Developer certifies that its
actions and omissions hereunder shall not incorporate any discrimination arising from or related
to any Prohibited Basis in any Developer activity, including but not limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship; and further, that Developer is in full compliance with the provisions of Palm
Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits,
relating to non-discrimination in city contracting.
The covenant of this Section Error! Reference source not found. shall run with the land
of the Property in perpetuity, shall be enforceable against the Developer and its successors and
assigns, and shall be a covenant set forth in the Grant Deed.
This NOTICE OF AGREEMENT is dated as of December 20, 2022, and has been
executed on behalf of the Developer and the City by and through the signatures of their
authorized representative(s) set forth below. This Notice of Agreement may be executed in
55575 18175\40870950.2
counterparts and when fully executed each counterpart shall be deemed to be one original
instrument.
[SIGNATURES ON NEXT PAGE]
55575 18175' 40870950.2
SIGNATURE PAGE TO
NOTICE OF AGREEMENT
AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT
(Stevens Road and Palm Canyon Drive)
CITY:
CITY OF PALM SPRINGS, a California
charter city and municipal corporation
By: Gwu✓
Teresa Gallavan, Interim City Manager
APPROVED AS TO LEGAL FORM:
By
QJrey�,allin3,;wC`ity ttorney
DEVELOPER:
ALOE PALM CANYON, L.P.,
a California limited partnership
By: Aloe Palm Canyon LLC, a California limited
liability company, its general partner
By: West Hollywood Community Housing
Corporation, a California nonprofit public
benefit corporation, its sole member
IN
Jesse Slansky, President and CEO
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]
>5575.18175W876950 2
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTYOF IZ:Q r5ujct'
On this I y day of December , 2037,before me, Grm t Iu4Sr
Notary Public, personally appeared —1 e're-50. t 7a i/avan , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
1 certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
72
Signature: ui
55575.18175W0870950 2
BREwr RAsI
(Seal) NOWYPublic- Calforrdr
' Rnerside County
Commission C 2398347
,yy Comm. Expires Mar 24, 2026 +
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On this _ day of , 20_ before me, ,
Notary Public, personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
(Seal)
55575 18175\40870950 2
EXHIBIT A
TO
NOTICE OF AGREEMENT
Legal Description of Property
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL A: ASSESSOR'S PARCEL NO: 505-182-010
ALL THAT REAL PROPERTY SITUATED IN THE COACHELLA VALLEY COUNTY
WATER DISTRICT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND
PARTICULARLY DESCRIBED AS FOLLOWS:
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 10, IN THE TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE
AND MERIDIAN, BY METES AND BOUNDS, COMMENCING AT THE NORTHEAST
CORNER OF SAID SECTION 10; THENCE SOUTH 89°51' WEST, 353 FEET TO THE
CENTER LINE OF THE COUNTY HIGHWAY; THENCE SOUTH ON THE CENTER LINE
OF THE COUNTY HIGHWAYS, 700.13 FEET;
THENCE SOUTH 89050' WEST 30 FEET, TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 89050' WEST, 205.88 FEET; THENCE SOUTH 0'10' EAST, 211.68 FEET;
THENCE NORTH 89050' EAST 205.30 FEET, MORE OR LESS TO THE WESTERLY LINE
OF SAID COUNTY HIGHWAY;
THENCE NORTH ON SAID WESTERLY LINE OF THE COUNTY HIGHWAY, 211.88 FEET
MORE OR LESS, TO THE POINT OF BEGINNING.
PARCEL B: (PORTION ASSESSOR'S PARCEL NO. 505-182-004)
LOT 12 IN BLOCK A OF LOS ANGELES PALMAS ESTATES, AS SHOWN BY MAP ON
FILE IN BOOK 15 PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
PARCEL B1: (PORTION ASSESSOR'S PARCEL NO. 505-182-004)
THAT PORTION OF LOTS 5 AND 6 IN BLOCK A OF LAS PALMAS ESTATES, AS SHOWN
BY MAP ON FILE 1N BOOK 15, PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE
COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 5, BEING ALSO THE
MOST NORTHERLY CORNER OF SAID LOT 6;
55575 18175' 40870950 2
THENCE SOUTH 89°50' WEST ALONG THE BOUNDARY LINE OF SAID LOT 5, 35.77
FEET;
THENCE IN A SOUTHWESTERLY DIRECTION TO A POINT ON THE NORTHERLY LINE
OF CAMINO DEL NORTE, 3 FEET SOUTHEASTERLY FROM THE NORTHWESTERLY
CORNER OF SAID LOT 6;
THENCE SOUTH ALONG THE EASTERLY LINE OF CAMINO DEL NORTE TO THE
SOUTHWESTERLY CORNER OF SAID LOT 6;
THENCE EASTERLY, ALONG THE SOUTHERLY LINE OF SAID LOT 6, TO THE
SOUTHEASTERLY CORNER OF SAID LOT;
THENCE NORTHERLY, ALONG THE EASTERLY LINE OF SAID LOT 6, TO THE POINT
OF BEGINNING,
55575 18175\40870950.2
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Palm Springs
The City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
Attn: City Manager
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Exempt from Recording Fees Government Code section 27383
REGULATORY AGREEMENT
(Stevens Road And Palm Canyon Drive)
This REGULATORY AGREEMENT (Stevens Road and Palm Canyon Drive)
("Regulatory Agreement') is made and entered into as of December 20, 2022, by and between
THE CITY OF PALM SPRINGS, a California charter city and municipal corporation (`'City")
and Aloe Palm Canyon, L.P., a California limited partnership ("Owner").
RECITALS
A. The City and the Owner entered into that certain Amended and Restated Affordable
Housing Disposition and Development Agreement (Stevens Road and Palm Canyon Drive) dated
as of December 20, 2022 (the "Affordable Housing Agreement'), which provides that the City
will convey to the Owner that certain real property located at located at 1479 N. Palm Canyon
Drive, Palm Spring, California, 92262 (APN 505-182-010), more specifically described in
Attachment No. 1, incorporated herein by this reference (the "City Property"). subject to the terms
and conditions of the Affordable Housing Agreement. Under the Affordable Housing Agreement,
the City has agreed to provide financial assistance to the Owner for acquisition of the City Property
and the adjoining property owned by the Successor Agency to the Palm Springs Redevelopment
Agency (APN 505-182-004), more specifically described in Attachment No. 1, incorporated herein
by this reference ("the SA Property"), as well as for constructing thereon a seventy-one (71) unit
affordable housing development by Owner (the "Project'). The City Property and SA Property
shall together be referred to hereinafter as "the Site."
B. The City and the Owner desire that the Project be operated on the Site as a
residential community with residential units made available to Qualified Households at an
Affordable Rent as more specifically defined herein. This Regulatory Agreement establishes terms
and conditions which govern the operation of the Project.
C. The terms of the Affordable Housing Agreement require that certain covenants and
affordability restrictions remain in full force and effect on the Project for a term commencing on
the date of recordation of this Regulatory Agreement and continuing for fifty-five (55) years
following the recordation of Certificate of Completion as defined herein.
D. The Project is exempt from the voter approval requirement of Section 1 of Article
34 of the California Constitution, pursuant to Health and Safety Code Section 37001.5(a). This
55575 18175\40871030 3
Regulatory Agreement is for the development of privately owned housing receiving no ad valorem
property tax exemption, other than exemptions granted pursuant to subdivision (f) or (g) of Section
214 of the Revenue and Taxation Code, not fully reimbursed to all taxing entities; and requires not
more than forty-nine percent (49%) of the dwelling units be occupied by persons of low income.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
UNDERTAKINGS SET FORTH HEREIN, AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY
ACKNOWLEDGED, THE OWNER AND THE CITY DO HEREBY COVENANT AND
AGREE FOR THEMSELVES, THEIR SUCCESSORS AND ASSIGNS AS FOLLOWS:
1. Definitions of Certain Tenns. AS USED IN THIS REGULATORY
AGREEMENT, THE FOLLOWING WORDS AND TERMS SHALL HAVE THE MEANING
AS PROVIDED IN THE RECITALS OR IN THIS SECTION 1, UNLESS THE SPECIFIC
CONTEXT OF USAGE OF A PARTICULAR WORD OR TERM MAY OTHERWISE
REQUIRE. ALL INITIALLY CAPITALIZED TERMS USED AND NOT OTHERWISE
DEFINED IN THE RECITALS OR IN THIS SECTION SHALL HAVE THE MEANING
ASCRIBED TO SUCH TERM BY THE AFFORDABLE HOUSING AGREEMENT.
1.1 Affordable Rent. In reference to each Qualifying Unit, the maximum rent,
with allowance for utilities, for an Extremely Low Income Household or a Very -Low Income
Household, as the case may be. For purposes of the calculation of Affordable Rent "adjusted for
household size" shall be the federally -mandated household size assumptions as set forth in federal
statutes or regulations for any applicable government program.
1.2 AMI. The Area Median Income for Riverside County as published annually
by HUD.
1.3 Annual Report. The Certification of Continuing Program Compliance
attached to this Regulatory Agreement as Attachment No. 3 and incorporated by this reference or
comparable report filed annually by the Owner with HCD or other governmental agencies.
1.4 Automobile Liability Insurance. Insurance coverage against claims of
personal injury (including bodily injury and death) and property damage covering all the Owner
owned, leased, hired and non -owned vehicles, with minimum limits for bodily injury and property
damage of One Million Dollars ($1,000,000). Such insurance shall be provided by a business or
commercial vehicle policy and may be provided through a combination of primary and excess or
umbrella policies, all of which shall be subject to pre -approval by the City, which approval shall
not be unreasonably withheld, delayed or conditioned.
1.5 Certificate of Completion. The written certification of the City, in
substantially the form of Exhibit G attached to the Affordable Housing Agreement, certifying that
the Project has been completed in compliance with the terms and conditions of this Regulatory
Agreement.
1.6 City Parties. Collectively, the City and its commissions, agents, attorneys,
officers, employees, and authorized representatives.
55575 18175\40871030 3
1.7 Extremely Low Income Household. An individual or family whose gross
income does not exceed the qualifying limits for extremely low income families, as established
and amended from time to time by HUD, pursuant to Section 8 of the United States Housing Act
of 1937 or as otherwise determined by the California Department of Housing and Community
Development, pursuant to California Health and Safety Code Section 50106.
1.8 HUD, The United States Department of Housing and Urban Development.
1.9 Income Certification Form. The Certification of Tenant Eligibility attached
to this Regulatory Agreement as Attachment No. 2 and incorporated by this reference, or
comparable income certification form required by HCD or other governmental agencies.
1.10 Liability Insurance. Commercial general liability insurance against claims
for bodily injury, personal injury, death, or property damage occurring upon, in, or about the Site,
the Project or adjoining streets or passageways, at least as broad as Insurance Services Office
Occurrence Form CG0001, with a minimum liability limit of Two Million Dollars ($2,000,000)
for any one occurrence and which may be provided through a combination of primary and excess
or umbrella insurance policies. If commercial general liability insurance or other form with a
general aggregate limit is used, either the general aggregate limit shall apply separately to the
Project or the general aggregate limit shall be twice the required minimum liability limit for any
one occurrence.
1.11 Lower Income Household. An individual or family whose income does not
exceed the qualifying limits for lower income families, as established and amended from time to
time by HUD, pursuant to Section 8 of the United States Housing Act of 1937 or as otherwise
determined by the California Department of Housing and Community Development, pursuant to
California Health and Safety Code Section 50079.5.
1.12 Management Agent. A person with significant experience in management
of affordable rental housing projects substantially similar to the Project and that is, at the time,
managing other financially self-supporting, successful affordable rental housing projects
substantially similar to the Project.
1.13 Manager Unit. Either one of the two (2) dwelling units within the Project
reserved exclusively for use by an on -site manager employed by the Owner or the Management
Agent, as applicable. A Manager Unit shall be rented at market rate.
1.14 Protect. The operation of a rental housing project which shall include not
less than seventy-one (71) units (including two Manager's units), thirty-five (35) of which shall be
rented to Qualified Households at Affordable Rents, and all related on- and off -site improvements,
as more particularly described in the Affordable Housing Agreement.
1.15 Property Insurance. Insurance providing coverage for the Site and all
improvements on or to the Site against loss, damage, or destruction by fire and other hazards
encompassed under the broadest form of property insurance coverage then customarily used for
like properties in the County of Riverside, excluding earthquake coverage, in an amount equal to
one hundred percent (100%) of the replacement value (without deduction for depreciation) of all
improvements comprising the Project (excluding excavations and foundations) and in any event
55575 18175W0871030 3
sufficient to avoid co-insurance and with no co-insurance penalty provision, with "ordinance or
law" coverage. To the extent customary for like properties in the County of Riverside at the time,
such insurance shall include coverage for explosion of steam and pressure boilers and similar
apparatus located on the Site; an "increased cost of construction" endorsement; and an
endorsement covering demolition and cost of debris removal, all subject to policy sublimits.
Property Insurance shall also include rental or business interruption insurance in an amount, at
least, equal to the average annual gross income from the Project for the preceding three (3) calendar
years and providing for a 12-month extended period of indemnity.
1.16 Qualified Households. A household that (1) intends to reside in the
Qualifying Unit; (2) is a Senior Household; and (3) whose income does not exceed the maximum
income allowable for the subject Qualifying Unit.
1.17 Qualifying Units. The thirty-five(35) units within the Project restricted to
occupancy by Qualified Households as set forth in Section 7.
1.18 Senior Household. A household consisting of a person who is 62 years of
age or older and any qualified permanent residents, as described in California Civil Code Section
51.3.
1.19 Term. The period of time following the date of recordation of this
Regulatory Agreement, and ending on the fifty-fifth (55th) anniversary of recordation of the
Certificate of Completion.
1.20 Very -Low Income Household. An individual or family whose gross income
does not exceed the qualifying limits for very low income families, as established and amended
from time to time by HUD, pursuant to Section 8 of the United States Housing Act of 1937 or as
otherwise determined by the California Department of Housing and Community Development,
pursuant to California Health and Safety Code Section 50105.
1.21 Workers Compensation Insurance. Workers compensation insurance
complying with the provisions of California law and an employer's liability insurance policy or
endorsement to a liability insurance policy, with a minimum liability limit of One Million Dollars
($1,000,000) per accident for bodily injury or disease, covering all employees of the Owner
2. _Reservation of Site for Affordable Housing. The Owner covenants and agrees to
reserve and restrict the Site for construction of the Project and, thereafter, reserve and restrict use
and residential occupancy of the Qualifying Units by households who, at the time of initial
occupancy of a Qualifying Unit and continuously thereafter (subject to the other provisions of this
Regulatory Agreement), until the end of the Term, are members of a Qualifying Household. Two
(2) one -bedroom units within the Project may be used as Manager Units at any given time
provided that no Qualifying Unit shall be used as a Manager Unit.
3. Affordable Residential Rental Property Restrictive Covenant. The Owner
covenants to and for the benefit of the City that the Owner shall develop, own, manage and operate,
or cause the management and operation of, the Project to provide residential rental housing in the
Qualifying Units only to Qualifying Households at an Affordable Rent. The Owner hereby
confirms and remakes its covenant set forth in Section Error? Reference source not found. of
55575 18175WO871030 3
the Affordable Housing Agreement to develop the Site with the Project and such covenant is
incorporated into this Regulatory Agreement in its entirety by this reference. The Owner will not
knowingly permit any Qualifying Unit to be used on a transient basis and will not lease or rent any
Qualifying Unit for an initial period of less than twelve (12) months. No Qualifying Unit will, at
any time, be leased or rented for use as a hotel, motel, time share, dormitory, fraternity house,
sorority house, rooming house, hospital, nursing home, sanitary or rest home.
4. Continuous Operation Covenant. The Owner covenants to and for the benefit of
the City to cause the Project to be continuously operated, in accordance with the other provisions
of this Regulatory Agreement, throughout the Term.
5. Abandonment. The Owner shall not abandon or surrender the operation of all or
any part of the Project during the Term, except due to material casualty or condemnation.
6. Supportive Services. West Hollywood Community Housing Corporation, Desert
AIDS Project, and/or Riverside Health will provide on -site social services, including but not
limited to mental health counseling, service coordination, and case management, to all Qualifying
Households. At least one full-time service provider that specializes in formerly homeless
households will provide case management services tailored to formerly homeless individuals in
the Project's permanent supportive housing units.
7. Rental of QualifyingUnits. lnits. The Owner covenants that each Qualifying Unit shall
be occupied or available for occupancy by a Qualifying Household at an Affordable Rent on a
continuous basis throughout the Term, in accordance with the following tenant income level mix:
7.1 Not less than twenty-five (25) of the Qualifying Units shall be occupied or
available for occupancy by Qualifying Households that are Extremely Low Income Households
making up to 20% AMI;
7.2 Not less than seven (7) of the Qualifying Units shall be occupied or
available for occupancy by Qualifying Households that are Extremely Low Income Households
making incomes ranging from 20% AMI to 30% AMI; and
7.3 Not less than three (3) of the Qualifying Units shall be occupied or available
for occupancy by Qualifying Households that are Very Low Income Households making incomes
ranging from 30% AMI to 50% AMI.
8. Affordable Rent. The monthly rent charged to a Qualifying Household for the
occupancy of a Qualifying Unit shall never exceed an Affordable Rent for such Qualifying Unit
set forth in Section 6.
8.1 Rent for Qualifying Units may be increased only once per calendar year,
based on changes in Area Median Income; provided that the rent for each Qualifying Unit must
never exceed an Affordable Rent for the Qualifying Unit as necessary to maintain the tenant
income mix specified in Section 7.
8.2 Determination of Qualifying Household income shall be made by the
Owner at the time of initial application by a household for occupancy of a Qualifying Unit. At the
5557518175AO871030.3
time of initial application, the Owner shall require an applicant to complete the income
Certification Form and certify the accuracy of the information provided on such form. On or
before March 31 of each calendar year during the Term, the Owner shall require each Qualifying
Household occupying a Qualifying Unit to recertify the Qualifying Household's income on the
Income Certification Form. The Owner shall make a good faith effort to verify the accuracy of
income information provided in any Income Certification Form by an applicant for occupancy of
a Qualifying Unit or by a Qualifying Household occupying a Qualifying Unit, by taking one or
more of the following steps, as reasonably required or indicated: (1) obtain an income tax return
and copy of each W2 Wage and Earnings Statement for the most recently concluded income tax
year; (2) conduct a credit reporting agency or similar search; (3) obtain an income verification
form from the applicant's or the Qualifying Household's current employer(s); (4) obtain an income
verification form from the United States Social Security Administration and,/or the California
Department of Social Services, if the applicant or the Qualifying Household receives assistance
from either of such agencies; or (5) if the applicant or an adult member of a Qualifying Household
is unemployed and has no such income tax return, obtain another form of independent verification.
For purposes of this Section 8.2, the Owner may conclusively rely upon the evidence of the age of
the occupant(s) of a Qualifying Unit as presented in a valid California Driver's License, other form
of identification issued by the State of California or the United States Government, which includes
a date of birth. All such verification information shall only be obtained by the Owner after
obtaining the applicant's or the Qualifying Household's written consent for the release of such
information to the Owner. Failure to consent in writing to the release of such income verification
information to the Owner may disqualify an applicant for occupancy of a Qualifying Unit or be
grounds for termination of Qualifying Household's occupancy of a Qualifying Unit.
8.3 The Qualifying Units are not specifically assigned to any qualifying income
category (i.e., Extremely Low Income Household or Very Low Income Household). The restricted
income level of each Qualifying Unit may change as Qualifying Units become vacant, a Qualifying
Household tenant's income changes or other Qualifying Units are occupied by Qualifying
Households. In all circumstances, though, the rent for each Qualifying Unit shall be an Affordable
Rent for the Qualifying Unit as necessary to maintain the restricted income tenant mix required
under Section 7. If, upon any recertification, the income of a previously Qualifying Household
exceeds one hundred forty percent (140%) of the qualifying income for a Very Low Income
Household, then, if permitted by HCD, the Owner or Management Agent shall notify such
household that its lease for its Qualifying Unit will not be renewed upon the expiration of its lease,
unless the household again becomes a Qualifying Household upon recertification prior to the
expiration of its lease. In any event, if the income category of a Qualifying Household upon
recertification is different from the previous income of the Qualifying Household (e.g., a Very
Low Income Household becomes a Lower Income Household or a Lower Income Household
becomes an Very Low Income Household; or any similar change in the income of a Qualifying
Household tenant of the Project), the Owner or Management Agent shall rent the next available
Unit to a Qualifying Household with an income level that will maintain the tenant income level
mix set forth in Section 7. To the extent any applicable federal low-income housing tax credit
requirements conflict with the requirements in this Section 8.3 relative to the continued occupancy
by households that do not qualify as Qualifying Households, the federal low-income housing tax
credit requirements shall apply in place of the provisions in this Section 8.3.
55575 18175'40871030 3
8.4 The Owner shall maintain on file all Income Certification Forms completed
by applicants for occupancy of Qualifying Units and by Qualifying Households that occupied or
are occupying Qualifying Units in accordance with Section 7 and shall provide copies of the rent
roll and Income Certification Forms to the City for its review and approval within fifteen (1 5) days
following Notice to the Owner.
8.5 The Owner and each Qualifying Household occupying a Qualifying Unit
shall permit the City to conduct inspections of the Site, the Project and each Qualifying Un it, from
time -to -time, for purposes of verifying compliance with this Regulatory Agreement, upon fifteen
(15) days prior written notice to the Owner.
8.6 The Owner shall submit its first Annual Report to the City on the April 30th
immediately following the issuance of the final Certificate of Occupancy for the Project by the
City. Thereafter, on each April 30 during the Term, the Owner shall submit an Annual Report to
the City. The City shall maintain the confidentiality of the information contained in any Annual
Report specifically relating to any particular Qualifying Household occupying a Qualifying Unit,
to the extent reasonably allowed by Law, as determined by the City's general or special counsel.
8.7 City shall hold Owner harmless from any and all damages resulting from
City's unauthorized and/or illegal disclosure of tenant income certification forms or related tenant
records provided to the City by Owner.
9. Rent Increases on Loss of Project Based Vouchers. It is anticipated that twenty-five
(25) of the Very Low Income Qualifying Units in the Development will receive project -based
vouchers through the Housing Authority of the County of Riverside (the "Rental Subsidy")
throughout the Term. If through no fault of the owner, including, without limitation, change in
federal law occurs, an action (or inaction) by Congress or any federal or state agency occurs, or a
material reduction, termination or nonrenewal of the Rental Subsidy occurs, such that the Rental
Subsidy is reduced or is no longer available, Owner shall, in anticipation of such loss in Rental
Subsidy, use good faith, commercially reasonable efforts for a period of sixty (60) days, to obtain
alternative sources of rental subsidies and shall provide the City weekly progress reports on
Owner's efforts to obtain alternative sources of rental subsidies. If at the end of such sixty (60)
day period Owner is unable to secure an alternate source of rental subsidy, notwithstanding
Sections 7 and 8 of this Agreement, the Owner may increase the Affordable Rent on one or more
of the Very Low Income Qualifying Units, to an Affordable Rent for Lower Income Households,
subject to the following requirements:
9.1 Any such Affordable Rent increase must be pursuant to a transition plan
approved by the City showing how the Affordable Rent increase will be phased -in, and which
Very Low Income Qualifying Units will be subject to the increase, and, if applicable, be consistent
with remedial measures set forth in California Code of Regulations Title 4, Division 17, Chapter
1, Section 10337(a)(3) or successor regulation applicable to California's Federal and State Low
Income Housing Tax Credit Program;
9.2 At the time Owner requests an increase in the Rent, Owner shall provide the
City with a copy of the proposed Annual Operating Budget showing the impact of the loss or
reduction of the Rental Subsidy;
55575 18175AO871030 3
9.3 Any subsequent Affordable Rent increases remain subject to Section 8.1
above;
9.4 The number of Very Low Income Qualifying Units subject to the
Affordable Rent increase and the level of Affordable Rent increase may not be greater than the
amount reasonably required to ensure that the Project generates sufficient income to cover its
operating costs and debt service as shown on the Annual Operating Budget, and as is reasonably
necessary to maintain the financial stability of the Project: and
9.5 Owner shall continue to use good faith commercially reasonable efforts to
obtain alternative sources of rental subsidies and shall provide the City with annual progress
reports on efforts to obtain alternative sources of rental subsidies that would allow the rents on the
Very Low Income Units to be reduced back to the Affordable Rents for Very Low Income
Households, as contemplated by this Agreement. Upon receipt of any alternative rental subsidies,
Owner shall reduce the Rents on the Very Low Income Qualifying Units back to the Affordable
Rents for Very Low Income Households as set forth herein, to the extent that the alternative rental
subsidies provide sufficient income to cover the operating costs and debt service of the Project as
shown on the Annual Operating Budget.
10. The Owner Covenant Regarding Lease of Qualifying Units. The Owner, for itself,
its successors and assigns, covenants and agrees that, if any Qualifying Unit is rented or leased
during the Term, the rental or lease of the Qualifying Unit shall be accomplished through a written
lease agreement and all of the following restrictions shall apply:
10.1 A Qualifying Household shall be the record tenant and only occupant of the
Qualifying Unit.
10.2 The lease for each Qualifying Unit shall be for an initial term of not less
than twelve (12) months.
10.3 Each lease for a Qualifying Unit shall contain all of the following
provisions:
10.3.1 An agreement authorizing the Owner to immediately terminate the
tenancy of a Qualifying Household occupying a Qualifying Unit, where one or more members of
that Qualifying Household misrepresented any fact material to the qualification of such household
as a Qualifying Household:
10.3.2 An agreement providing that each Qualifying Household occupying
a Qualifying Unit shall be subject to annual certification or recertification of income as a condition
to continued occupancy of the Qualifying Unit;
10.3.3 An agreement providing that each Qualifying Household occupying
a Qualifying Unit may be subject to rental increases in accordance with this Regulatory
Agreement; and
10.3.4 An agreement providing that the Owner will not discriminate on the
basis of actual or perceived sex, age, marital status, race, color, religion, creed, national origin (i.e.
55575 18175\40871030 3
place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), ancestry,
sexual orientation, gender identity, gender expression, physical or mental disability, medical,
familial status, source of income, genetic information or receipt of public assistance or housing
assistance in connection with rental of a Qualifying Unit, or in connection with the employment
or application for employment of persons for operation and management of the Project, and all
contracts, applications and leases entered into for such purposes shall contain similar non-
discrimination clauses to such effect.
10.4 The Owner shall not terminate the tenancy or refuse to renew the lease or
rental agreement of a Qualifying Household except for: (i) serious or repeated violations of the
terms and conditions of the lease; (ii) because the previously Qualifying Household is no longer a
Qualifying Household; (iii) for violation of applicable Federal, State, or local law; or (iv) for other
good cause. The Owner shall follow all applicable laws in connection with termination of the
tenancy of a Qualifying Household or a refusal to renew the lease or rental agreement of a
Qualifying Household.
10.5 Tenant Selection Policies and Criteria. The Owner shall adopt written
tenant selection policies and criteria that:
10.5.1 are consistent with the purpose of providing affordable rental
housing for Qualifying Households at an Affordable Rent;
10.5.2 are reasonably related to tenant eligibility and ability to perform the
obligations of the lease for a Qualifying Unit;
10.5.3 give prompt written notice to any rejected applicant of the grounds
for rejection;
10.5.4 provide for all of the Qualifying Units to be available for occupancy
on a continuous basis to Qualifying Households at an Affordable Rent; and
10.5.5 do not give preference to any particular class or group of persons in
leasing or renting the Qualifying Units, except to the extent that a tenant must be a Qualifying
Household.
11. Non -Discrimination. All units in the Project shall be available at an Affordable
Rent for occupancy on a continuous basis to Qualified Households. Except as provided in Section
10.5.5, the Owner shall not give preference to any particular class or group of persons in renting
the units in the Project. There shall be no discrimination against or segregation of any person or
group of persons, on account of actual or perceived sex, age, marital status, race, color, religion,
creed, national origin (i.e. place of origin, immigration status, cultural or linguistic characteristics,
or ethnicity), ancestry, sexual orientation, gender identity, gender expression, physical or mental
disability, medical condition, familial status, source of income, or genetic information in the
leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any Unit. Neither the
Owner nor any person claiming under or through the Owner, shall establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of any Unit or
in connection with the employment of persons for the operation and management of any Unit, the
55575 18175\40871030 3
Project or the Site. All deeds, leases or contracts made or entered into by the Owner as to the units,
the Project or the Site or any portion thereof, shall contain covenants prohibiting discrimination,
as prescribed by this Regulatory Agreement. The Owner shall include a statement in all
advertisements, notices and signs for the availability of units in the Project for rent to the effect
that the Owner is an Equal Housing Opportunity Provider.
12. Equal Housing Notice. Provide for a statement in all advertisements, notices and
signs for the availability of Qualifying Units for lease or rent to the effect that the Owner is an
equal housing opportunity provider, and include an equal housing opportunity logotype in all
notices, signs and advertisements in print media for the Qualifying Units.
13. Development and Management of the Project.
13.1 Management of Project. The Owner shall be responsible for management
of the Project including, without limitation, the selection of Qualified Households, certification
and recertification of household size, income, gender and the age of the head of household and
relation of head of household to the household, of all Qualified Households, evictions, collection
of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of
capital items, and security. The City shall have no responsibility for the management or operation
of the Project or the Site. The Project shall at all times be managed by a Management Agent
reasonably acceptable to the City, with demonstrated ability to operate residential rental facilities
similar to the Project in a manner that will provide decent, safe, and sanitary housing. For the
purposes hereof, if the Owner directly performs the functions of the Management Agent by its
employees or by means of a service contract with an entity which is a partner or an affiliate of a
partner in the Owner, such Management Agent shall be deemed approved by the City. If the
Management Agent is an entity or person other than the Owner, its employees, a partner in the
Owner or an entity owned or controlled by a partner of the Owner or which owns and/or controls
the Owner, the Owner shall submit for the City's approval the identity of any proposed
Management Agent, together with additional information relevant to the background, experience
and financial condition of any proposed Management Agent, as reasonably requested by the City.
If the proposed Management Agent meets the standard for a qualified Management Agent set forth
above, the City shall approve the proposed Management Agent by notifying the Owner in writing
within thirty (30) days following the Owner's written request for such approval. Unless the
proposed Management Agent is disapproved by the City within thirty (30) days, which disapproval
shall state with reasonable specificity the basis for disapproval, it shall be deemed approved.
13.1.1 If the Owner directly performs the functions of the Management
Agent by its employees or by means of a service contract with an entity which is a partner or an
affiliate of a partner in the Owner and the City determines the Owner has not met its management
responsibilities, the City shall have the right to enter the Project, to review relevant documentation
to determine if the Owner is acting in a reasonable manner and, subject to approval of the investor
limited partner, to require the Owner to hire a third party management company acceptable to the
City.
13. l .2 Any contract for the operation or management of the Project entered
into by Owner with a Management Agent shall provide that the contract is subject to the provisions
of this Regulatory Agreement. If the Project is not being operated and managed in accordance
55575 18175\40871030 3
with the requirements and standards of this Regulatory Agreement, following expiration of any
applicable cure period), and subject to the approval of the investor limited partner and all
applicable Law, Owner shall remove the Management Agent and replace the Management Agent
with a different Management Agent reasonably approved by City, pursuant to Section 12.1.
Subject to the terms of this Section 13.1.2, Owner's failure to remove and replace the Management
Agent in any such circumstance shall constitute a Default by Owner under this Regulatory
Agreement..
13.2 Insurance.
13.2.1 Required Insurance. The Owner shall maintain, to protect the City
Parties against all insurable claims resulting from the actions of the Owner in connection with this
Regulatory Agreement, the Site and the Project, at the sole cost and expense of the Owner during
the Term hereof the following insurance (or its then reasonably available equivalent): (a) Liability
Insurance; (b) Automobile Liability Insurance to the extent required by this Regulatory
Agreement; (c) Property Insurance; and (d) Workers Compensation Insurance. The Owner shall
require all subcontractors to maintain the same insurance required of the Owner set forth in this
Section 12.2 prior to performing any work on the Site or the Project.
13.2.2 Policy Requirements and Endorsements. All insurance policies
required by this Regulatory Agreement shall contain (by endorsement or otherwise) the following
provisions:
Insured. The Owner's Liability Insurance and Automobile Liability
Insurance policies shall name the City Parties as "additional insured." The Owner's Property
Insurance policy shall name the City as a "loss payee." The coverage afforded to the City Parties
shall be at least as broad as that afforded to the Owner regarding the Site and the Project and may
not contain any terms, conditions, exclusions, or limitations applicable to the City Parties that do
not apply to the Owner.
Primary Coverage. Any insurance or self-insurance maintained by
the City Parties shall be in excess of all insurance required under this Regulatory Agreement and
shall not contribute to any insurance required under this Regulatory Agreement.
Contractual Liability. The Owner's Liability Insurance policy shall
contain contractual liability coverage for the Owner's indemnity obligations under this Regulatory
Agreement. The Owner's obtaining or failure to obtain such contractual liability coverage shall
not relieve the Owner from nor satisfy any indemnity obligation of the Owner under this
Regulatory Agreement.
Deliveries to the City. The Owner shall deliver to the City evidence
of all insurance policies required by this Regulatory Agreement. No later than three (3) days before
any insurance required by this Regulatory Agreement expires, is cancelled or its liability limits are
reduced or exhausted, the Owner shall deliver to the City evidence of the Owner's maintenance of
all insurance this Regulatory Agreement requires. Owner shall forward any notice of cancellation
to the City within two (2) business days from date of receipt by the Owner.
55575 18175\40871030 3
Waiver of Certain Claims. The Owner shall cause each insurance
carrier providing insurance coverage under this Regulatory Agreement to endorse their applicable
policy(ies) with a Waiver of Subrogation with respect to the City Parties, if not already in the
policy. To the extent that the Owner obtains insurance with a Waiver of Subrogation, the parties
release each other, and their respective authorized representatives, from any claims for damage to
any person or property to the extent such claims are paid by such insurance policies obtained
pursuant to and in satisfaction of the provisions of this Regulatory Agreement.
No Claims Made Coverage. None of the insurance coverage
required under this Regulatory Agreement may be written on a claims -made basis.
13.2.3 Fully Paid and Non -Assessable. All insurance obtained and
maintained by the Owner pursuant to this Section 13.2 shall be fully paid for and non -assessable.
However, such insurance policies may be subject to insurer audits.
13.2.4 City Option to Obtain Coverage. During the continuance of an
Event of Default arising from the failure of the Owner to carry any insurance required by this
Regulatory Agreement, the City may, at its option, purchase any such required insurance coverage
and the City shall be entitled to immediate payment from the Owner of any premiums and
associated reasonable costs paid by the City for such insurance coverage. Any amount becoming
due and payable to the City under this Section 13.2.4 that is not paid within fifteen (15) calendar
days after written demand from the City for payment of such amount, within an explanation of the
amounts demanded, wiI I bear interest from the date of the demand at the rate of eight percent (80/0)
per annum or the maximum interest rate allowed by applicable law, whichever is less. Any election
by the City to purchase or not to purchase insurance otherwise required by the terms of this
Regulatory Agreement to be carried by the Owner shall not relieve the Owner of its obligation to
obtain and maintain any insurance coverage required by this Regulatory Agreement.
13.2.5 Separation of Insured. The Owner's Liability Insurance and
Automobile Liability Insurance policies shall provide for separation of insured for the Owner and
the City Parties. Insurance policies obtained in satisfaction of or in accordance with the
requirements of this Regulatory Agreement may provide a cross -suits exclusion for suits between
named insureds, but shall not exclude suits between named insureds and additional insureds.
13.2.6 Deductibles and Self -Insured Retentions. Any deductibles or self -
insured retentions under insurance policies required by this Regulatory Agreement shall be
declared to and reasonably approved by the City. The Owner shall pay all such deductibles or
self insured retentions regarding the City Parties or, alternatively, the insurer under each insurance
policy required by this Section 13.2 shall eliminate such deductibles or self -insured retentions with
respect to the City Parties.
13.2.7 No Separate Insurance. The Owner shall not carry separate or
additional insurance concurrent in form or contributing in the event of loss with that required under
this Regulatory Agreement, unless the City is made an additional insured thereon, as required by
this Regulatory Agreement.
55 575 18175140871030.3
13.2.8 Insurance Independent of Indemnification. The insurance
requirements of this Regulatory Agreement are independent of the Owner indemnification and
other obligations under this Regulatory Agreement and shall not be construed or interpreted in any
way to satisfy, restrict, limit, or modify the Owner's indemnification or other obligations or to
limit the Owner's liability under this Regulatory Agreement, whether within, outside, or in excess
Of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage;
nor shall the provision of such insurance preclude the City from taking such other actions as are
available to it under any other provision of this Regulatory Agreement or otherwise at law or in
equity.
13.2.9 Nature of Insurance. The policies of insurance required by this
Regulatory Agreement shall be issued by carriers that: (a) are listed in then current "Best's Key
Rating Guide---Property/Casualty---United States & Canada" publication (or its equivalent, if
such publication ceases to be published) with a minimum financial strength rating of "A-" and a
minimum financial size category of"XI" (exception may be made for the California Compensation
Insurance Fund when not specifically rated); and (b) are authorized to do business in California.
The Owner may provide any insurance under a "blanket" or "umbrella" insurance policy, provided
that: (i) such policy or a certificate of such policy shall specify the amount(s) of the total insurance
allocated to the Site and the Project, which amount(s) shall equal or exceed the amount(s) required
by this Regulatory Agreement; and (ii) such policy otherwise complies with this Regulatory
Agreement.
14. Maintenance of the Proiect. The Owner, for itself, its successors and assigns,
hereby covenants and agrees that the exterior areas of the Project which are subject to public view
(e.g.: all improvements, paving, walkways, landscaping, and ornamentation) shall be maintained
in good repair and in a neat, clean and orderly condition, ordinary wear and tear excepted. In the
event that at any time during the Term, there is an occurrence of an adverse condition on any area
of the Project which is subject to public view in contravention of the general maintenance standard
described above ("Maintenance Deficiency'), then the City shall notify the Owner in writing of
the Maintenance Deficiency and give the Owner thirty (30) calendar days from the date of such
notice to cure the Maintenance Deficiency as identified in the notice, or such additional time as
reasonably necessary to cure the Maintenance Deficiency, if such Maintenance Deficiency cannot
reasonably be cured within such thirty (30) day period. "Maintenance Deficiency" includes,
without limitation, the following inadequate or non -conforming property maintenance conditions
and/or breaches of residential property use restrictions: (i) failure to properly maintain the
windows, structural elements, and painted exterior surface areas of the units in a clean and
presentable manner; (ii) failure to keep the common areas of the Project free of accumulated debris,
appliances, inoperable motor vehicles or motor vehicle parts, or free of storage of lumber, building
materials or equipment not regularly in use on the Site; (iii) failure to regularly maintain, replace
and renew the landscaping in a reasonable condition free of weed and debris; and (iv) the use of
garage areas on the Project for purposes other than the parking of motor vehicles and the storage
of personal possessions and mechanical equipment of persons residing in the Project.
14.1 In the event the Owner fails to cure or commence to cure the Maintenance
Deficiency within the time allowed, the City may thereafter conduct a public hearing following
transmittal of written notice thereof to the Owner ten (10) calendar days prior to the scheduled date
of such public hearing in order to verify whether a Maintenance Deficiency exists and whether the
55575 18 t75\40871030 3
Owner has failed to comply with the provision of this Section 14. If, upon the conclusion of a
public hearing, the City makes a finding that a Maintenance Deficiency exists and that there
appears to be non-compliance with the general maintenance standard, as described above, then the
City shall have the right to enter the Project (exterior areas of the Project which are subject to
public view only) and perform all acts necessary to cure the Maintenance Deficiency, or to take
other action at law or equity that the City may then have to accomplish the abatement of the
Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance
Deficiency as authorized by this Section 14.1 shall be due and payable by Developer.
14.2 Graffiti which is visible from any public right-of-way which is adjacent or
contiguous to the Project shall be removed by the Owner from any exterior surface of a structure
or improvement on the Project by either painting over the evidence of such vandalism with a paint
which has been color -matched to the surface on which the paint is applied, or graffiti may be
removed with solvents, detergents or water as appropriate. In the event that graffiti is placed on
the Project (exterior areas only) and such graffiti is visible from an adjacent or contiguous public
right-of-way and thereafter such graffiti is not removed within seventy-two (72) hours following
the time of its application, or the Owner's actual knowledge of its existence, whichever occurs
later; then in such event and without notice to the Owner, the City shall have the right to enter the
Project and remove the graffiti. Notwithstanding any provision of the Regulatory Agreement to
the contrary, any sum expended by the City for the removal of graffiti from the Project as
authorized by this Section 14.2 shall be due and payable by Developer.
14.3 Capital Replacement Reserve Account. The Owner shall establish an
account for the payment of repair and replacement of capital items ("Capital Replacement
Reserve Account") in an initial amount as required by the Institutional Lenders for the Project or
the investor limited partner of the Owner. Each year thereafter, the Owner shall deposit into the
Capital Reserve Replacement Account additional amounts as required by the Institutional Lenders
for the Project or the investor limited partner of the Owner, but not less than Five Hundred Dollars
($500) per Qualifying Unit per year.
14.3.1 Capital Repairs and Replacements. Capital repairs and
replacements shall include, but not be limited to, the following: wet and dry utilities; roof repair
and replacement as necessary; repair and replacement of boilers and the major operating
components thereof; stucco repair and replacement; exterior painting; replacement of carpeting
and vinyl or other hard surface flooring; replacement of drapes; replacement of dishwashers,
garbage disposals and other interior appliances; repair and replacement of heating, ventilating and
air conditioning systems, equipment and components; and installation of solar panels. All of the
foregoing and other similar expenditures on the Project shall be considered to be qualifying capital
repair and replacement expenses. Interior painting and servicing, repair or replacement of interior
hardware shall not be considered to be a capital repair, but shall be ordinary operating expenses
for the Project. The Owner shall withdraw funds from the Capital Replacement Reserve Account
to pay such capital repair and replacement expenses as the Owner may deem necessary for the
purposes of meeting the maintenance and replacement obligations described herein.
14.3.2 Insured Depository. The Capital Replacement Reserve Account
shall be maintained in a depository insured by an agency of the federal government.
55575.18175140871030 3
14.3.3 Documentation. Annually, or more frequently at the City's
reasonable request, the Owner shall document the level of capital repairs and replacements for the
preceding period. The Owner shall maintain and shall provide as requested documentation
showing the quantity and price of items purchased, price of materials and the cost of contracted
labor or other services incurred in connection with such capital repair and replacement, and such
other items as the City may reasonably request.
14.3.4 Withdrawals from Reserve Account. On an annual basis, the Owner
shall notify the City of the anticipated cash requirements which will need to be withdrawn from
the Capital Replacement Reserve Account. Amounts so budgeted may be withdrawn by the Owner
from the indicated Capital Replacement Reserve Account without City approval. Other
withdrawals for unbudgeted, unanticipated or emergency Project expenditures may be withdrawn
by the Owner without prior the City approval, but the Owner shall notify the City in writing within
ten (10) calendar days after withdrawal. All amounts so withdrawn by the Owner shall be
expended on the Project and in accordance with this Regulatory Agreement. Other than for
budgeted expenditures, withdrawals in excess of Twenty -Five Thousand Dollars ($25,000) in any
one calendar year shall be pre -approved by the City in its reasonable discretion, subject to the
rights of any Senior Lenders or the investor limited partner of the Owner.
14.3.5 Interest Earned on Funds in the Capital Replacement Reserve
Account. Any interest or other earnings from sums deposited into the Capital Replacement
Reserve Account shall be retained in and added to the balance in said account.
14.3.6 Capital Needs Assessment. If requested in writing by the City, the
Owner shall deliver to the City, for the City's reasonable review and approval, a capital needs
assessment ("CNA'') no more often than every ten (10) years after the date of the Certificate of
Completion for the Project. The CNA shall include an analysis of the Owner's actual expenditures
for capital needs compared to the most recently approved CNA, the Owner's original operating
budget and its then -current operating budget. Each CNA shall include a ten (10) year capital needs
assessment or analysis of replacement reserve requirements prepared by a qualified third party in
accordance with reasonable and customary standards for similar residential rental projects.
14.3.7 Displacement of Residents and Relocation. The Owner shall make
reasonable commercial efforts to conduct capital repairs and replacements and ordinary repair and
maintenance (collectively, "Repairs") in good faith and in a manner that does not result in the
displacement of any of the residents of the Units. If any of the Owner's actions to conduct Repairs
result in displacement of any of the Units' residents, the Owner shall notify the City in writing,
prior to conducting such Repairs, of the identities of the residents to be displaced, the Units they
will be displaced from, and the estimated length of time such residents shall be displaced. If the
displacement of the residents triggers relocation obligations, the Owner shall be responsible, at its
sole cost and expense, for any and all such relocation obligations and related expenses. The Owner
shall comply with all applicable federal, state and local laws, rules and regulations regarding such
relocation obligations and related expenses, including any relocation requirements set forth by the
City. The Owner shall defend, indemnify and hold harmless the City Parties from and against all
liability for any relocation obligations and related expenses attributable to any Repairs.
55 575 18175\40871030.3
15. Covenants to Run With the Land. The Owner and the City hereby declare their
specific intent that the covenants, reservations and restrictions set forth herein are part of a plan
for the promotion and preservation of affordable housing within the territorial jurisdiction(s) of the
City and that each shall be deemed covenants running with the land and shall pass to and be binding
upon the Site and each successor -in -interest of the Owner in the Site for the Term. The Owner
hereby expressly assumes the duty and obligation to perform each of the covenants and to honor
each of the reservations and restrictions set forth in this Regulatory Agreement. Each and every
contract, deed or other instrument hereafter executed covering or conveying the Site or any interest
therein shall conclusively be held to have been executed, delivered and accepted subject to such
covenants, reservations, and restrictions, regardless of whether such covenants, reservations and
restrictions are set forth in such contract, deed or other instrument.
16. Burden and Benefit. The City and the Owner hereby declare their understanding
and intent that the burden of the covenants set forth herein touch and concern the land in that the
Owner's legal interest in the Site is affected by the affordable dwelling use and occupancy
covenants hereunder. The City and the Owner hereby further declare their understanding and
intent that the benefit of such covenants touch and concern the land by enhancing and increasing
the enjoyment and use of the Site by the intended beneficiaries of such covenants, reservations and
restrictions, and by furthering the affordable housing goals and objectives of the City and in order
to make the Site available for acquisition by the Owner.
17. Meet and Confer Prior to End of Term. Not less than 12 months prior to the end of
the Term of this Agreement, the City and the Owner shall meet and confer to discuss opportunities
to extend the Term of the Agreement, or otherwise maintain the affordability of the Qualifying
Units. If after such meet and confer process the parties are unable to agree upon a means to
maintain the affordability of the Qualifying Units, the parties shall further discuss a process to
transition the existing residents of the Qualifying Units into suitable replacement housing.
18. Defaults.
18.1 Events of Default. The occurrence of any of the following is a default and
shall constitute a material breach of this Regulatory Agreement and, if not corrected, cured or
remedied in the time period set forth in Section 18.2, shall constitute an "Event of Default"
hereunder:
18.1.1 failure of the Owner or any person under its direction or control to
comply with or perform when due any material term, obligation, covenant or condition contained
in this Regulatory Agreement;
18.1.2 any warranty, representation or statement made or furnished to the
City by the Owner under this Regulatory Agreement that is false or misleading in any material
respect (meaning that it impacts the consideration that the City receives under this Agreement,
including but not limited to the affordability of the Qualifying Units) either now or at the time
made or furnished;
18.1.3 the dissolution or termination of the existence of the Owner as an
ongoing business, insolvency, appointment of a receiver for any part of the Site of the Owner, any
55575 18175\40871030.3
assignment for the benefit of creditors, any type of creditor workout or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against the Owner; or
18.1.4 an Event of Default pursuant to the Affordable Housing Agreement.
18.2 Notice of Default. The City shall give written notice of default to the
Owner, in accordance with Section 25, stating that such notice is a "Notice of Default", specifying
the default complained of by the City and requiring the default to be remedied within thirty (30)
calendar days of the date of the Notice of Default. Except as required to protect against further
material damage, the City may not institute legal proceedings against the Owner until thirty (30)
calendar days after providing the Notice of Default. Failure or delay in giving a Notice of Default
shall not constitute a waiver of any default, nor shall it change the time of occurrence of the default.
If the default specified in the Notice of Default is such that it is not reasonably capable of being
cured within thirty (30) calendar days, and if the Owner initiates corrective action within said thirty
(30) calendar day period and diligently works to effect a cure as soon as possible, then the Owner
may have such additional time as reasonably necessary to complete the cure of the default prior to
exercise of any other remedy for the occurrence of an Event of Default. The City shall give the
investor limited partner in the Owner the following notice and cure rights:
18.2.1 The City will give the limited partner a copy of any Notice (at the
limited partner's address provided in a notice by the Owner to the City) that the City gives to the
Owner under this Regulatory Agreement, provided that Owner has provided the address and
contact information for the investor limited partner in writing to the City;
18.2.2 The City will give the limited partner thirty (30) days after the
limited partner's receipt of such Notice to cure a non-payment of any sum due under this
Regulatory Agreement;
18.2.3 The City will give the limited partner sixty (60) days after the
limited partner's receipt of such Notice to cure any other default under this Regulatory Agreement;
18.2.4 If a non -monetary default is incapable of being cured within sixty
(60) days, the City will give the limited partner an additional ninety (90) days to cure such default
provided the limited partner has commenced to cure such default and is diligently proceeding to
cure such default through the end of such period; and
18.2.5 If the Iimited partner makes any such payment or otherwise cures
such default, the City will accept such action as curing such default as if such payment or cure
were made by the Owner.
18.2.6 If the Owner fails to take (or commence to take, as applicable)
corrective action relating to a default within thirty (30) calendar days following the date of Notice
of Default (or to complete the cure within the additional time provided for above or within the time
set forth above for the Iimited partner of the Owner), an Event of Default shall be deemed to have
occurred.
18.2.7 Inaction Not a Waiver of Default. Any failure or delays by the City
in asserting any of its rights and remedies as to any default shall not operate as a waiver of any
SS75 18175\40871030 3
default or of any such rights or remedies. Delays by the City in asserting any of its rights and
remedies shall not deprive the City of its right to institute and maintain any actions or proceedings
which it may reasonably deem necessary to protect, assert or enforce any such rights or remedies.
19. Remedies. Upon the occurrence of an Event of Default, the City shall, in addition
to the remedial provisions of Section 14 as related to a Maintenance Deficiency at the Site, be
entitled to seek any appropriate remedy or damages by initiating legal proceedings as follows: (i)
by mandamus or other suit, action or proceeding at law or in equity, to require the Owner to
perform its obligations and covenants hereunder, or enjoin any acts or things which may be
unlawful or in violation of the rights of the City; or (ii) by other action at law or in equity as
necessary or convenient to enforce the obligations, covenants and Agreements of the Owner to the
City.
19.1 Rights and Remedies are Cumulative. The rights and remedies of the City
as set forth in this Section 19 are cumulative and the exercise by the City of one or more of such
rights or remedies shall not preclude the exercise by it, at the same or different times, of any other
rights or remedies for the same default or any other default by the Owner.
19.2 Enforcement by Third Parties. No third party shall have any right or power
to enforce any provision of this Regulatory Agreement on behalf of the City or to compel the City
to enforce any provision of this Regulatory Agreement against the Owner or the Project.
20. Governing Law. This Regulatory Agreement shall be governed by the laws of the
State of California and applicable federal laws, without regard to its conflicts of laws principles.
21. Amendment. This Regulatory Agreement may be amended after its recordation
only by a written instrument executed by the Owner and the City.
22. Attorneys Fees. In the event that a party to this Regulatory Agreement brings an
action to enforce any condition or covenant, representation or war-ranty in this Regulatory
Agreement or otherwise arising out of this Regulatory Agreement, the prevailing party(ies) in such
action shall be entitled to recover from the other party reasonable attorneys' fees to be fixed by the
court in which a judgment is entered, as well as the costs of such suit.
23. Severability. If any provision of this Regulatory Agreement shall be declared
invalid, inoperative or unenforceable by a final judgment or decree of a court of competent
jurisdiction such invalidity or unenforceability of such provision shall not affect the remaining
parts of this Regulatory Agreement which are hereby declared by the parties to be severable from
any other part which is found by a court to be invalid or unenforceable.
24. Time is of the Essence. For each provision of this Regulatory Agreement which
states a specific amount of time within which the requirements thereof are to be satisfied, time
shall be deemed to be of the essence.
25. Notices, Demands and Communications Between the Parties. Any and all notices
submitted by any party to another party pursuant to or as required by this Regulatory Agreement
shall be dispatched by messenger for immediate personal delivery, by a nationally recognized
overnight courier service that provides a receipt with the time and date of delivery, or by registered
55575 1 g i 75140871030 3
or certified United States mail, postage prepaid, return receipt requested, to the address of the
party, as set forth in this Section. Such notice may be sent in the same manner to such other
addresses as any party may from time to time designate by notice. Any notice shall be deemed to
be received by the addressee, regardless of whether or when any return receipt is received by the
sender or the date set forth on such return receipt, on the day that it is dispatched by messenger for
immediate personal delivery, on the date of delivery by a nationally recognized overnight courier
service, or two (2) calendar days after it is placed in the United States mail, as provided in this
Section. Rejection, other refusal to accept or the inability to deliver any notice because of a
changed address of which no notice was given or other action by a person or entity to whom notice
is sent, shall be deemed receipt of the notice.
The following are the authorized addresses for the submission of notices to the parties, as
of the date of this Regulatory Agreement:
To the Owner: Aloe Palm Canyon, L.P.
c/o West Hollywood Community Housing
Corporation
7530 Santa Monica Blvd.
West Hollywood, CA 90046
Attn: President and CEO
With a copy to: Gubb & Barshay LLP
235 Montgomery Street, Suite 1 110
San Francisco, CA 94104
Attn: Nicole Kline
Email: nkline!t?gubbandbarshay.com
To the City: City of Palm Springs
3200 F. Tahquitz Canyon Way
Palm Springs, CA
Attn: City Manager
With a copy to: Best Best & Krieger LLP
18101 Von Karman Ave.
Irvine, CA 92612
Attn: Elizabeth Wagner Hull
26. Recording. The parties hereto shall cause this Regulatory Agreement to be
recorded in the official records of the County of Riverside.
27. No Third Party Beneficiary_. No claim as a third -party beneficiary under this
Regulatory Agreement by any person, corporation or any other entity, shall be made or be valid
against the City or the Owner.
28. Prohibition Against Transfer.
55575 18175\40871030.3
28.1 Except as expressly provided in the Affordable Housing Agreement, the
Owner shall not, without prior written approval of the City, which may not be unreasonably
withheld, delayed or conditioned: (i) assign or attempt to assign this Regulatory Agreement or any
right herein; or (ii) make any total or partial sale, transfer, conveyance, lease, leaseback, or
assignment of the whole or any part of the Site or the improvements thereon, with the exception
of leases of the residential units as permitted by this Regulatory Agreement, or permit to be placed
on any of the Site any unauthorized mortgage, trust deed, deed of trust, encumbrance or lien.
28.2 In the absence of specific written agreement or approval by the City, no
unauthorized sale, transfer, conveyance, lease, leaseback or assignment of the Site shall be deemed
to relieve the Owner or any other party from any obligations under this Regulatory Agreement.
29. City Approvals and Actions. The City Manager shall have the authority to make
approvals, issue interpretations, waive provisions, grant extensions of time, approve amendments
to this Regulatory Agreement and execute documents on behalf of the City (to the extent not
provided otherwise in this Regulatory Agreement), including, without limitation, any documents
necessary to implement any changes in the number or affordability of the Qualifying Units, as may
be required by HCD or other government agency, so long as such actions do not reduce the length
of affordability of the Qualifying Units or add to the costs incurred or to be incurred by the City
as specified herein. The City Manager reserves the right, in his or her sole and absolute discretion,
to submit any requested modification, interpretation, amendment or waiver to the City Council if
the City Manager determines or believes that such action could increase the risk, liability or costs
to the City, or reduce the length of affordability of the Project.
IN WITNESS WHEREOF, the Owner and the City have caused this Regulatory Agreement
to be signed, acknowledged and attested on their behalf by duly authorized representatives in
counterpart original copies which shall upon execution by all of the parties be deemed to be one
original document.
[Signatures On Following Pages]
55575 18175\40871030 3
AUTHORITY SIGNATURE PAGE
TO
REGULATORY AGREEMENT
(Stevens Road And Palm Canyon Drive)
CITY:
CITY OF PALM SPRINGS
A California charter city and municipal corporation
Teresa Gallavan
Interim City Manager
Approved as to Form:
Jeffr ' S. all'inger, Ci ttorney
55575.18175',.40871030.3
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF K-04 er Suk
On this 14 day of r6mbev 20Ubefore me, Gre A+ PA6i
Notary Public, personally appeared -TB.rcSq CTo..Rauan . who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
BRENT PAS]
Signature: (Seal)0-My
�pubCy� edecalie
CamisswN Z398347
Cmm. Expires Mar 24, 2026
OWNER SIGNATURE PAGE
TO
REGULATORY AGREEMENT
(Stevens Road and Palm Canyon Drive)
ALOE PALM CANYON, L.P.,
a California limited partnership
By: Aloe Palm Canyon LLC, a California limited
liability company, its general partner
By: West Hollywood Community Housing
Corporation, a California nonprofit public benefit
corporation, its sole member/manager
LIM
55575. 1 8175\40871030 3
Jesse Slansky, President and CEO
ATTACHMENT NO. 1
TO
REGULATORY AGREEMENT
(Stevens Road and Palm Canyon Drive)
Property Legal Description
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL A: ASSESSOR'S PARCEL NO: 505-182-010
ALL THAT REAL PROPERTY SITUATED IN THE COACHELLA VALLEY COUNTY
WATER DISTRICT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND
PARTICULARLY DESCRIBED AS FOLLOWS:
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 10, IN THE TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE
AND MERIDIAN, BY METES AND BOUNDS, COMMENCING AT THE NORTHEAST
CORNER OF SAID SECTION 10; THENCE SOUTH 89*51' WEST, 353 FEET TO THE
CENTER LINE OF THE COUNTY HIGHWAY; THENCE SOUTH ON THE CENTER LINE
OF THE COUNTY HIGHWAYS, 700.13 FEET;
THENCE SOUTH 89050' WEST 30 FEET, TO THE TRUF. POINT OF BEGINNING;
THENCE SOUTH 89050' WEST, 205.88 FEET; THENCE SOUTH 0'10' EAST, 211,68 FEET;
THENCE NORTH 89050' EAST 205.30 FEET, MORE OR LESS TO THE WESTERLY LINE
OF SAID COUNTY HIGHWAY;
THENCE NORTH ON SAID WESTERLY LINE OF THE COUNTY HIGHWAY, 211.88 FEET
MORE OR LESS, TO THE POINT OF BEGINNING.
PARCEL B: (PORTION ASSESSOR'S PARCEL NO. 505-182-004)
LOT 12 IN BLOCK A OF LOS ANGELES PALMAS ESTATES, AS SHOWN BY MAP ON
FILE IN BOOK 15 PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
PARCEL B1: (PORTION ASSESSOR'S PARCEL NO. 505-182-004)
THAT PORTION OF LOTS 5 AND 6 IN BLOCK A OF LAS PALMAS ESTATES, AS SHOWN
BY MAP ON FILE IN BOOK 15, PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE
COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 5, BEING ALSO THE
MOST NORTHERLY CORNER OF SAID LOT 6;
55575.18175\40871030 3
THENCE SOUTH 89050' WEST ALONG THE BOUNDARY LINE OF SAID LOT 5, 35.77
FEET;
THENCE IN A SOUTHWESTERLY DIRECTION TO A POINT ON THE NORTHERLY LINE
OF CAMINO DEL NORTE, 3 FEET SOUTHEASTERLY FROM THE NORTHWESTERLY
CORNER OF SAID LOT 6;
THENCE SOUTH ALONG THE EASTERLY LINE OF CAMINO DEL NORTE TO THE
SOUTHWESTERLY CORNER OF SAID LOT 6;
THENCE EASTERLY, ALONG THE SOUTHERLY LINE OF SAID LOT 6, TO THE
SOUTHEASTERLY CORNER OF SAID LOT;
THENCE NORTHERLY, ALONG THE EASTERLY LINE OF SAID LOT 6, TO THE POINT
OF BEGINNING.
55575.18175\40871030 3
ATTACHMENT NO. 2
TO
REGULATORY AGREEMENT
(Stevens Road and Palm Canyon Drive)
Certification of Tenant Eligibility
NOTE TO PROPERTY OWNER: This form is designed to assist you in computing Annual
Income.
Re: Stevens Road and Palm Canyon Drive, Palm Springs, California
I/We, the undersigned, state that Vwe have read and answered fully, frankly and personally each
of the following questions for all persons who are to occupy the unit being applied for in the
property listed above. Listed below are the names of all persons who intend to reside in the unit:
I. 2. 3. 4.
Names of Relationship to Age Social Security
Members of Head of Number
Household Household
6. Head of Household (check one):
Mother:
Father:
Other:
5.
Place of
Employment
(specify relationship — i.e. legal guardian, sister, brother, etc.)
55 575.18175\40871030.3
Income Computation
7. The total anticipated income, calculated in accordance with the provisions of this
Section 7, of all persons over the age of 18 years listed above for the 12-month period beginning
the date that I/we plan to move into a unit is $
Included in the total anticipated income listed above are:
(a) all wages and salaries, overtime pay, commissions, fees, tips and bonuses
and other compensation for personal services, before payroll deductions; -
(b) the net income from the operation of a business or profession or from the
rental of real or personal property (without deducting expenditures for business expansion or
amortization of capital indebtedness or any allowance for depreciation of capital assets);
(c) interest and dividends (including income from assets excluded below);
(d) the full amount of periodic payments received from social security,
annuities, insurance policies, retirement funds, pensions, disability or death benefits and other
similar types of period receipts, including any lump sum payment for the delayed start of a periodic
payment;
(e) payments in lieu of earnings, such as unemployment and disability
compensation, workmen's compensation and severance pay;
(f) the maximum amount of public assistance available to the above persons
other than the amount of any assistance specifically designated for shelter and utilities;
(g) periodic and determinable allowances, such as alimony and child support
payments and regular contributions and gifts received from persons not residing in the dwelling;
(h) all regular pay, special pay and allowances of a member of the Armed
Forces (whether or not living in the dwelling) who is the head of the household or spouse; and
(i) any earned income tax credit to the extent that it exceeds income tax
liability. Excluded from such anticipated income are:
0) casual, sporadic or irregular gifts;
(k) amounts which are specifically for or in reimbursement of medical
expenses;
(1) lump sum additions to family assets, such as inheritances, insurance
payments (including payments under health and accident insurance and workmen's
compensation), capital gains and settlement for personal or property losses;
(m) amounts of educational scholarship paid directly to the student of the
educational institution, and amounts paid by the government to a veteran for use in meeting the
55575 18175WS7103U 3
costs of tuition, fees, book and equipment. Any amounts of such scholarships, or payments to
veterans not used for the above purposes, are to be included in income;
(n) special pay to a household member who is away from home and exposed to
hostile fire;
(o) relocation payments under Title 1 1 of the Uniform Relocation Assistance
and Real Property Acquisition Policies Act of 1970;
(p) foster child care payments;
(q) the value of coupon allotments for the purchase of food pursuant to the Food
Stamp Act of 1977;
(r) payments to volunteers under the Domestic Volunteer Service Act of 1973;
payments received under the Alaska Native Claims Settlement Act.
(s) income derived from certain submarginal land of the United States that is
held in trust for certain Indian tribes;
(t) payments or allowances made under the Department of Health and Human
Services' Low -Income Home Energy Assistance Program;
(u) payments received from the Job Training Partnership Act;
(v) the first $2,000 of per capita shares received from judgment funds awarded
by the Indian Claims Commission or the Court of Claims.
8. Do the persons whose income or contributions are included in item 6 above:
(a) have savings, stocks, bonds, equity in real property or other form of capital
investment (excluding the values of necessary items of personal property such as furniture and
automobiles and interests in Indian trust land)? — Yes No; or
(b) have they disposed of any assets (other than at a foreclosure or bankruptcy
sale) during the last two years at less than fair market value? Yes No
(c) If the answer to (a) or (b) above is yes, does the combined total value of all
such assets owned or disposed of by all such persons total more than $5,000? Yes No
(d) If the answer to (c) is yes, state:
(i) the amount of income expected to be derived from such assets in the
12-month period beginning on the date of initial occupancy in the unit that you propose to rent:
$ ; and
(ii) the amount of such income, if any, that was included in item 6
above: $
55575181751403710303
I:
(a) Are all of the individuals who propose to reside in the unit full-time
students*? Yes No
*A full-time student is an individual enrolled as a full-time student during each of five calendar
months during the calendar year in which occupancy of the unit begins at an educational
organization which normally maintains a regular faculty and curriculum and normally has a
regularly enrolled body of students in attendance and is not an individual pursuing a full-time
course of institutional or farm training under the supervision of an accredited agent of such an
educational organization or of a state or political subdivision thereof.
(b) If the answer to 8(a) is yes, is at least one of the proposed occupants of the
unit a husband and wife entitled to file a joint federal income tax return? Yes No
10. Neither myself nor any other occupant of the unit I /we propose to rent is the Owner
of the property in which the unit is located (hereinafter the "Owner"), has any family relationship
to the Owner or owns, directly or indirectly, any interest in the Ownership. For purposes of this
section, indirect Ownership by an individual shall mean the Ownership by a family member, the
Ownership by a corporation, partnership, estate or trust in proportion to the Ownership or
beneficial interest in such corporation, partnership, estate or trust held by the individual or a family
member, and the Ownership, direct or indirect, by a partner of the individual.
11. This certificate is made with the knowledge that it will be relied upon by the Owner
to determine maximum income for eligibility to occupy the unit; and I/we declare that all
information set forth herein is true, correct and complete and, based upon information I/we deem
reliable and that the statement of total anticipated income contained in Section 7 is reasonable and
based upon such investigation as the undersigned deemed necessary.
12. I/we will assist the Owner in obtaining any information or documents required to
verify the statements made herein, including either an income verification from my/our present
employer(s) or copies of federal tax returns for the immediately preceding calendar year.
13. I/we acknowledge that I/we have been advised that the making of any
misrepresentation or misstatement in this declaration will constitute a material breach of my/our
agreement with the Owner to lease the units and will entitle the Owner to prevent or terminate
my/our occupancy of the unit by institution of an action for eviction or other appropriate
proceedings.
55575 18175140871030 3
14. Housing Issuer Statistical Information (Optional --will be used for reporting
purposes only):
Marital Status:
Race (Head of Household)
White Asian Hispanic _ _
African -American Native American Other
Physical Disability: Yes No
Iiwe declare under penalty of perjury that the foregoing is true and correct.
Executed this day of in the County of Riverside, California.
Applicant
Applicant
[Signature of all persons over the age of 18 years listed in number 2 above required]
5557518175140871030 3
FOR COMPLETION BY THE PROPERTY OWNER ONLY:
l . Calculation of eligible income:
(a) Enter amount entered for entire household in 6 above: $
(b) (i) If answer to 87(l) above is yes, enter the total amount entered in
8(d)(1), subtract from that figure the amount entered in 8(d)(2) and enter the remaining balance
(ii) Multiply the amount entered in 87(1) times the current passbook
savings rate to determine what the total annual earnings on the amount in 87(1) would be if invested
in passbook savings ($ ), subtract from that figure the amount entered in 8(d)(2) and enter
the remaining balance
(iii) Enter at right the greater of the amount calculated under (1) or (2)
above: $
(c) TOTAL ELIGIBLE INCOME
(Line ](a) plus line I (b)(3): $
2. The amount entered in l(c):
Qualifies the applicant(s) as a Qualified Household.
Does not qualify the applicant(s) as Qualified Household.
3. Apartment unit assigned:
Bedroom Size: Rent: $
4. This apartment unit [waslwas not] last occupied for a period of 31 consecutive days
by persons whose aggregate anticipated annual income, as certified in the above manner upon their
initial occupancy of the apartment unit, qualified them as a Qualified Household.
5. Method used to verify applicant(s) income:
Employer income verification.
Copies of tax returns.
Other
Manager
The undersigned employee has applied for a rental unit located in a project financed in part by the
City of Palm Springs for persons of very low income. Every income statement of a prospective
55575 18175W871030 3
tenant must be stringently verified. Please indicate below the employee's current annual income
from wages, overtime, bonuses, commissions or any other form of compensation received on a
regular basis.
Annual wages Overtime Bonuses
Commissions
Total current income
I hereby certify that the statements above are true and complete to the best of my knowledge.
Signature Date
Title
1 hereby grant you permission to disclose my income to in
order that they may determine my income eligibility for rental of an apartment at
I-- -I-
Signature
Please send to:
Date
I hereby attach copies of my individual federal and state income tax returns for the immediately
preceding calendar year and certify that the information shown in such income tax returns is true
and complete to the best of my knowledge.
Signature
55575 18175140871030.3
Date
ATTACHMENT NO. 3
TO
REGULATORY AGREEMENT
(Stevens Road and Palm Canyon Drive)
Certificate of Continuing Program Compliance
For Annual Reporting Period Ending
The undersigned, , as the authorized representative of Aloe Palm Canyon, L.P.,
a California limited partnership ("Owner'), has read and is thoroughly familiar with the provisions
of the various documents associated with the financial assistance provided by the City of Palm
Springs ("City"), as established in numerous documents including the Regulatory Agreement,
dated as of , 20_, between the Owner and the City.
As of the date of this Certificate, the following percentage of residential units in the Project are (i)
occupied by Qualified Households (as such term is defined in the Regulatory Agreement) or (ii)
are currently vacant and being held available for such occupancy and have been so held
continuously since the date a Qualified Household vacated such unit, as indicated:
Number of Units occupied by Qualified Households:
Number of Vacant Units:
Number of Qualified Households who commenced
occupancy during the preceding reporting period:
Attached is a separate sheet ("Occupancy Summary") listing, among other items, the appropriate
information for each residential unit in the Project, the occupants of each unit and the rent paid for
each unit. The information contained thereon is true and accurate and reasonable and is based on
information submitted to the Owner and is certified under penalty of perjury by each tenant.
[Signatures on following page]
55575 18 1 75\40871030 3
The undersigned hereby certifies that (1) a review of the activities of the Owner during such
reporting period and of the Owner's performance under the Regulatory Agreement has been made
under the supervision of the undersigned; and (2) to the best of the knowledge of the undersigned,
based on the review described in clause (1) hereof, the Owner is not in default under any of the
terms and provisions of the above documents.
Dated:
5 5575.18175\40871030.3
C�i�.*fr1T[i1
ALOE PALM CANYON, L.P.,
a California limited partnership
By: Aloe Palm Canyon LLC, a California limited liability
company, its general partner
By: West Hollywood Community Housing Corporation, a
California nonprofit public benefit corporation, its sole
member manager
By:
Jesse Slansky, President and CEO
OCCUPANCY SUMMARY
Total Number of Units in the Project:
Total Units occupied by Qualified Households:
Total Units available for rent to Qualified Households:
ATTACHED IS THE FOLLOWING INFORMATION:
A. Resident and rental information on each occupied apartment in the complex.
B. Certification of Tenant Eligibility for all Qualified Households who have moved
into , Palm Springs, California, since the filing of the last Occupancy
Summary. The same are true and correct to the best of the undersigned's knowledge and
belief.
Dated:
55575.18175\40871030.3
Ce1 velli:il
ALOE PALM CANYON, L.P.,
a California limited partnership
By: Aloe Palm Canyon LLC, a California limited liability
company, its general partner
By: West Hollywood Community Housing Corporation, a
California nonprofit public benefit corporation, its sole
membevrnanager
By: Jesse Slansky, President and CEO
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, California 92262
Attn: City Manager
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Exempt from Recording Fees Government Code section 27383
QUITCLAIM DEED
(APN 505-182-004)
The undersigned declares:
Documentary Transfer Tax is: $
Palm Springs in the County of Riverside
[City or County where Property is located]
Assessor's Parcel No.: 505-182-004
o computed on full value of interest or property conveyed, or
o computed on full value of liens or encumbrances remaining at time of sale.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
CITY OF PALM SPRINGS ACTING IN ITS CAPACITY AS SUCCESSOR
AGENCY TO THE PALMS SPRINGS REDEVELOPMENT AGENCY, a public
body, corporate and politic ("Grantor"),
does hereby remise, release and forever quitclaim to
ALOE PALM CANYON, L.P, a California limited partnership ("Grantee"),
All of Grantor's right, title, and interest in that certain real property legally described in
Exhibit "1" attached to and by this reference incorporated into this Quitclaim Deed.
Dated: /Z--(q- 22.
55575 IS175W08710531
CITY OF PALM SPRINGS ACTING IN ITS
CAPACITY AS THE SUCCESSOR AGENCY
TO THE PALM SPRINGS REDEVELOPMENT
AGENCY, a public body, corporate and politic
By:
Teresa Gallavan
Interim Executive Director
Exhibit "1"
To
Quitclaim Deed
(APN 505-182-004)
Property Leal Description
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL B: (PORTION ASSESSOR'S PARCEL NO. 505-182-004)
LOT 12 IN BLOCK A OF LOS ANGELES PALMAS ESTATES, AS SHOWN BY MAP ON FILE IN BOOK
15 PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
PARCEL B1: (PORTION ASSESSOR'S PARCEL NO. 505-182-004)
THAT PORTION OF LOTS 5 AND 6 IN BLOCK A OF LAS PALMAS ESTATES, AS SHOWN BY MAP ON
FILE IN BOOK 15, PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 5, BEING ALSO THE MOST
NORTHERLY CORNER OF SAID LOT 6;
THENCE SOUTH 89°50' WEST ALONG THE BOUNDARY LINE OF SAID LOT 5, 35.77 FEET;
THENCE IN A SOUTHWESTERLY DIRECTION TO A POINT ON THE NORTHERLY LINE OF CAMINO
DEL NORTE, 3 FEET SOUTHEASTERLY FROM THE NORTHWESTERLY CORNER OF SAID LOT 6;
THENCE SOUTH ALONG THE EASTERLY LINE OF CAMINO DEL NORTE TO THE
SOUTHWESTERLY CORNER OF SAID LOT 6;
THENCE EASTERLY, ALONG THE SOUTHERLY LINE OF SAID LOT 6, TO THE SOUTHEASTERLY
CORNER OF SAID LOT;
THENCE NORTHERLY, ALONG THE EASTERLY LINE OF SAID LOT 6, TO THE POINT OF
BEGINNING.
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CA FORNIA
COUNTY OF
On this A day of a wrA 6-,r 20ZZ before me, Brc 11'F P\a,5 i
Notary Public, personally appeared I ucsA Crane VAn . who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
"'SUREST M4
Signature:_ (Seal) "moe ca my
commission M 2)98N7
,yy cgnm. Expires war 24, 2026
Recording Requested By
And When Recorded Mail To:
Low Income Investment Fund
49 Stevenson St, Suite 300
San Francisco, CA 94105
Attn: Loan Administrator Team Leader
LIIF Loan No. 33945
Space Above For Recorder's Use
SUBORDINATION AGREEMENT
(City of Palm Springs Loan to LIIF Acquisition Loan)
[1479 N. Palm Canyon Drive, Palm Springs, California]
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
INTEREST IN AND RESTRICTIVE COVENANTS ON THE PROPERTY
BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF
SOME OTHER OR LATER SECURITY INSTRUMENT.
This SUBORDINATION AGREEMENT ("Agreement") is made as of December 20, 2022, by ALOE
PALM CANYON, L.P., a California limited partnership ("Borrower"), the CITY OF PALM SPRINGS a
California charter city and municipal corporation (the "Subordinate Lender" or "City"), and LOW
INCOME INVESTMENT FUND, a California nonprofit public benefit corporation ("Senior Lender").
RECITALS
A. Concurrently herewith, Borrower will acquire a fee interest in the real property described on Exhibit
A, attached hereto and incorporated herein by reference (the "Property"). When the term
"Property" is used in this Agreement, it may refer to the Property as a whole or individually to the
SA Property or the City Property (as those terms are defined in the DDA, which is defined below),
as context dictates.
B. Concurrent with the date herewith, Subordinate Lender has made a loan to Borrower in the total
principal amount of $4,004,300 (the "Subordinate Loan").
C. The Subordinate Loan is evidenced by that certain Predevelopment, Construction and Permanent
Loan Agreement of even date herewith by and between Borrower and Subordinate Lender (the
"Subordinate Loan Agreement"), and that certain Development Promissory Note of even date
herewith, in the original principal amount of FOUR MILLION FOUR THOUSAND
THREE HUNDRED DOLLARS ($4,004,300) (the "Subordinate Note"), made by Borrower
to the order of the Subordinate Lender. The Subordinate Note is secured by that certain Deed of
Trust, Security Agreement and Fixture Filing (with Assignment of Rents) (Stevens Road And Palm
Canyon Drive) of even date herewith (the "Subordinate Deed of Trust") made by Borrower as
Trustor for the benefit of the Subordinate Lender as Beneficiary, which shall be recorded in the
Official Records of the County of Riverside ("Official Records") substantially concurrently
herewith.
LIIF City of Palm Springs Subordination
Aloe Palm Canyon
LIIF Acq Loan No 33945
D. The Subordinate Loan Agreement, the Subordinate Note, the Subordinate Deed of Trust, and any
UCC-1 financing statement, and all other documents defined in the Subordinate Loan Agreement
as "City Loan Documents", but expressly excluding the City Regulatory Agreement and DDA, as
evidenced by the Notice of Agreement (as such terms are defined below), are hereinafter
collectively referred to as "Subordinated Loan Documents".
E. Borrower and Subordinate Lender have also entered into that certain Regulatory Agreement
(Stevens Road and Palm Canyon Drive) of even date herewith, which shall be recorded in the
Official Records substantially concurrently herewith (the `'City Regulatory Agreement")
imposing, among other things, affordability restrictions on the Property. Borrower and Subordinate
Lender have also entered into that certain Amended and Restated Affordable Housing Disposition
and Development Agreement (Stevens Road and Palm Canyon Drive), dated December 20, 2022,
by and between Borrower and Subordinate Lender (the "DDA") imposing, among other things,
certain development restrictions on the Property. Borrower and Subordinate Lender have also
entered into a Notice of Agreement Affordable Housing Disposition and Development Agreement
(Stevens Road and Palm Canyon Drive) of even date herewith (the "Notice of Agreement"). which
Notice of Agreement shall be recorded in the Official Records substantially concurrently herewith
to provide notice of the DDA and the development restrictions contained therein. The Regulatory
Agreement and the DDA (but expressly excluding any obligations regarding the Subordinate Loan
or any obligation regarding the repayment thereof set forth in the DDA unless stated otherwise in
this Agreement), as evidenced by the Notice of Agreement, shall be referred to herein collectively
as the "Non -Subordinate City Documents".
F. Concurrently herewith, Senior Lender made an acquisition loan to Borrower (the "Senior Loan")
in the original principal amount of EIGHT HUNDRED TEN THOUSAND DOLLARS
($810,000.00). The Senior Loan was made pursuant to that certain Loan Agreement (as amended
from time to time, the "Senior Loan Agreement") of even date herewith and executed by and
between Borrower and Senior Lender. The Senior Loan is evidenced by, among other things, that
certain promissory note in the original principal amount of EIGHT HUNDRED TEN THOUSAND
DOLLARS ($810,000.00) (as amended from time to time, the "Senior Note"), of even date
herewith and made by the Borrower to the order of the Senior Lender. The Senior Loan is or will
be secured by that certain Deed of Trust with Assignment of Rents, Security Agreement, and
Fixture Filing (the "Senior Deed of Trust"), of even date herewith, made by Borrower for the
benefit of Senior Lender, encumbering the Property, which Senior Deed of Trust is being recorded
in the Official Records concurrently herewith. The Senior Loan Agreement, the Senior Deed of
Trust, the Senior Note and all other documents defined in the Senior Loan Agreement as "Loan
Documents" are hereinafter collectively referred to as "Senior Loan Documents".
G. As a condition to Senior Lender making the Senior Loan, Senior Lender requires that the Senior
Deed of Trust be unconditionally and at all times remain a lien or charge upon the Property, prior
and superior to all the rights of Subordinate Lender in connection with the Subordinate Loan
secured by the Subordinate Deed of Trust, the repayment of the Subordinate Loan and Subordinate
Lender's rights under the Subordinated Loan Documents (notwithstanding any language to the
contrary contained in the Subordinated Loan Documents) and, subject to the terms, exceptions, and
exclusions hereof, that Subordinate Lender specifically and unconditionally subordinates the
Subordinate Deed of Trust, the repayment of the Subordinate Loan and Subordinate Lender's rights
under the Subordinated Loan Documents to the lien or charge of the Senior Deed of Trust, the
repayment of the Senior Loan and Senior Lender's rights under the other Senior Loan Documents.
2
LIIPCity of Palm Springs Subordination
Aloe Palm Canyon
1IIF Acq Loan No.33945
H. Subordinate Lender and Borrower agree to the above -referenced subordination in favor of Senior
Lender.
THEREFORE, for valuable consideration and to induce Senior Lender to fund the Senior Loan. Borrower
and Subordinate Lender hereby agree for the benefit of Senior Lender as follows:
The Senior Deed of Trust securing the Senior Note in favor of Senior Lender, and any
modifications, renewals or extensions thereof, together with Senior Lender's right to repayment of
the Senior Loan and Senior Lender's rights under any other Senior Loan Documents shall
unconditionally be and at all times remain a lien or charge on the Property prior and superior to the
Subordinated Loan Documents, the repayment of the Subordinate Loan and Subordinate Lender's
rights under the Subordinated Loan Documents (notwithstanding any language to the contrary
contained in the Subordinated Loan Documents) subject to the terms, exceptions, and exclusions
of this Agreement.
2. This Agreement shall be the whole agreement with regard to the subordination of the Subordinated
Loan Documents, the repayment of the Subordinate Loan and Subordinate Lender's rights under
the Subordinated Loan Documents as such relate specifically to the lien or charge of the Senior
Deed of Trust together with Senior Lender's right to repayment of the Senior Loan and Senior
Lender's rights under any other Senior Loan Documents and shall supersede and cancel, but only
insofar as would affect the priority of the Senior Deed of Trust, any prior agreements as to such
subordination, including, without limitation, those provisions, if any, contained in the Subordinated
Loan Documents which provide for the subordination of the Subordinate Deed of Trust or any other
Subordinated Loan Documents to a deed or deeds of trust or to a mortgage or mortgages.
Borrower and Subordinate Lender each makes the following representations and warranties to
Senior Lender:
a. The Subordinate Loan is evidenced by the Subordinate Loan Agreement and the
Subordinate Note and is secured by the Subordinate Deed of Trust;
b. Subordinate Lender is not an affiliate of Borrower and is not in possession of any
facts which would lead it to believe that Senior Lender is all affiliate of Borrower;
C. The term of the Subordinate Note does not end before the stated term of the Senior
Note;
d. The executed Subordinated Loan Documents are substantially in the same forms
as those submitted to, and approved by, Senior Lender prior to the date of this Agreement. Upon
execution and delivery of the Subordinated Loan Documents, Borrower shall deliver to Senior
Lender an executed copy of each of the Subordinated Loan Documents, certified to be true, correct
and complete; and
e. Upon execution and delivery of the Senior Loan Documents, Borrower shall
deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified
to be true, correct and complete.
4. The Subordinate Lender and Borrower further declare, agree and acknowledge for the benefit of
Senior Lender, that:
LIIF City of palm Spnngs Subordmanon
Aloe Palm Canyon
LIIF Acq Loan No. 33945
a. Senior Lender, in making disbursements pursuant to the Senior Loan Agreement,
is under no obligation or duty to, nor has Senior Lender represented that it will, see to the
application of such proceeds by the person or persons to whom Senior Lender disburses such
proceeds, and any application or use of such proceeds for purposes other than those provided for in
such agreement or agreements shall not defeat the subordination herein made in whole or in part;
b. Except as otherwise provided herein, Subordinate Lender intentionally and
unconditionally subordinates the liens of the Subordinate Deed of Trust and the other Subordinated
Loan Documents against the Property to the lien or charge of the Senior Deed of Trust upon the
Property and understands that in reliance upon, and in consideration of, this subordination, specific
loans and advances are being and will be made by Senior Lender and, as part and parcel thereof,
specific monetary and other obligations are being and will be entered into which would not be made
or entered into but for said reliance upon this waiver, relinquishment and subordination;
C. Except as otherwise provided herein, Subordinate Lender consents to any
agreement or arrangement in which Senior Lender waives, postpones, extends, reduces or modifies
any provisions of the Senior Loan Documents, including any provision requiring the payment of
money;
d. Borrower and Subordinate Lender each agree that, until the principal of, interest
on and all other amounts payable under the Senior Loan Documents have been paid in full, it will
not, without the prior written consent of Senior Lender in each instance, increase the amount of the
Subordinate Loan (exclusive of protective advances, accrued and unpaid interest, fees, costs and
other similar amounts due to Subordinate Lender pursuant to the Subordinated Loan Documents
which would, if unpaid, be added to the principal amount), increase the required payments due
under the Subordinate Loan, decrease the term of the Subordinate Loan, or increase the interest
rate on the Subordinate Loan,. Any unauthorized amendment of the Subordinated Loan Documents
or assignment of Subordinate Lender's interest in the Subordinate Loan without Senior Lender's
consent shall be void ab initio and of no effect whatsoever;
e. In an Event of Default or default of Borrower under the Subordinated Loan
Documents (each, a "Subordinate Loan Default"), Subordinate Lender shall deliver to Senior
Lender a copy of any notice of default delivered to Borrower in connection therewith (each, a
"Subordinate Loan Default Notice"), concurrently with delivery to Borrower of the same. In
such event, Senior Lender has the right, but not the obligation, to cure the noticed Subordinate Loan
Default by ninety (90) days after the later of (i) expiration of any notice and cure period afforded
Borrower pursuant to the Subordinated Loan Documents or (ii) the date Senior Lender receives a
copy of the notice of default (the "Senior Lender Cure Period"). Borrower and Subordinate
Lender agree that a Subordinate Loan Default shall constitute a Senior Loan Default (as defined in
Section 6(a) below) under the Senior Loan Documents and Senior Lender shall have the right to
exercise all rights or remedies tinder the Senior Loan Documents in the same manner as in the case
of any other Senior Loan Default. If Subordinate Lender notifies Senior Lender in writing that any
Subordinate Loan Default of which Senior Lender has received a Senior Loan Default Notice (as
defined in Section 6(a) below) has been cured or waived, as determined by Subordinate Lender in
its sole discretion, then provided that Senior Lender has not conducted a sale of the Property
pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior
Loan Documents arising solely from such Subordinate Loan Default shall be deemed cured, and
the Senior Loan shall be reinstated, provided, however, that Senior Lender shall not be required to
LIIF/City of Palm Springs Subordinanon
Aloe Palm Canyon
LIIF Acq. Loan No. 33945
return or otherwise credit for the benefit of Borrower any default rate interest or other default related
charges or payments received by Senior Lender during such Senior Loan Default;
f. Borrower agrees that, after it receives a Senior Loan Default Notice (or otherwise
acquires knowledge) of a Senior Loan Default, it will not make any payments under or pursuant to
the Subordinated Loan Documents (including but not limited to principal, interest, additional
interest, late payment charges, default interest, attorneys' fees, or any other sums secured by the
Subordinated Loan Documents) without Senior Lender's prior written consent. Subordinate
Lender agrees that, after it receives a Senior Loan Default Notice from Senior Lender with written
instructions directing Subordinate Lender not to accept payments from Borrower on account of the
Subordinate Loan, it will not accept any payments under or pursuant to the Subordinated Loan
Documents (including but not limited to principal, interest, additional interest, late payment
charges, default interest, attorneys' fees, or any other sums secured by the Subordinated Loan
Documents) without Senior Lender's prior written consent. If Subordinate Lender receives written
notice from Senior Lender that the Senior Loan Default which gave rise to Subordinate Lender's
obligation not to accept payments has been cured, waived, or otherwise suspended by Senior
Lender, the restrictions on payment to Subordinate Lender in this Section 4(f) shall terminate, and
Senior Lender shall have no right to any subsequent payments made to Subordinate Lender by
Borrower prior to Subordinate Lender's receipt of a new Senior Loan Default Notice from Senior
Lender in accordance with the provisions of this Section 4(f);
g. If, after Subordinate Lender receives a Senior Loan Default Notice from Senior
Lender in accordance with Section 6(a) below, Subordinate Lender receives any payments under
the Subordinated Loan Documents, Subordinate Lender agrees that such payment or other
distribution will be received and held in trust for Senior Lender and, unless Senior Lender otherwise
notifies Subordinate Lender in writing, will be promptly remitted in kind to Senior Lender and
properly endorsed to Senior Lender to be applied to the principal of interest on and other amounts
due under the Senior Loan Documents in accordance with the provisions of the Senior Loan
Documents. By executing this Agreement, Borrower specifically authorizes Subordinate Lender
to endorse and remit any such payments to Senior Lender, and specifically waives any and all rights
to have such payments returned to Borrower or credited against the Subordinate Loan. Borrower
and Senior Lender acknowledge and agree that payments received by Subordinate Lender and
remitted to Senior Lender under this Section 4(g) shall not be applied or otherwise credited against
the Subordinate Loan, nor shall the tender of such payment to Senior Lender waive any Event of
Default or other default under the Subordinated Loan Documents which may arise from the
inability of Subordinate Lender to retain such payment or apply such payment to the Subordinate
Loan;
h. If a Subordinate Loan Default occurs and is continuing, Subordinate Lender agrees
that, without Senior Lender's prior written consent, Subordinate Lender will not commence
foreclosure proceedings with respect to the Property under the Subordinated Loan Documents or
exercise any other rights or remedies it may have under the Subordinated Loan Documents,
including, but not limited to, accelerating the Subordinate Loan (and enforcing any "due on sale"
provision included in the Subordinated Loan Documents), collecting rents, appointing (or seeking
the appointment on a receiver or exercising any other rights or remedies thereunder unless and
until it has delivered a Subordinate Loan Default Notice to Senior Lender and the Senior Lender
Cure Period has expired. .
LIIF'Cny orPalut Springs Subordination
Aloe Patin Canyon
LI[F Acq Loan No. 33945
i. To the extent that Borrower makes a payment to Senior Lender or Senior Lender
receives any payment or proceeds of the collateral securing the Senior Loan for Borrower's benefit,
which payment or proceeds or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other
party under any bankruptcy law, state or federal law, common law or equitable doctrine, then, to
the extent of such payment or proceeds received and not retained by Senior Lender, Subordinate
Lender's obligations intended to be satisfied thereby and this Agreement shall be reinstated and
continue in full force and effect until full and final payment shall have been made to Senior Lender.
Subordinate Lender agrees to hold in trust for Senior Lender and promptly remit to Senior Lender
any payments received by Subordinate Lender after such invalidated, rescinded or returned
payment was originally made.
Subordinate Lender hereby consents to the Senior Loan, the tenns and provisions of the Senior
Loan Documents and the execution and delivery by Borrower to Senior Lender of the Senior Loan
Documents.
6. In consideration of Subordinate Lender's covenants and agreements contained in this Agreement,
Senior Lender hereby agrees for the benefit of Subordinate Lender as follows:
a. In the event of any default of Borrower under the Senior Loan Documents (each,
a "Senior Loan Default"), Senior Lender shall deliver to Subordinate Lender a copy of any notice
of default delivered to Borrower in connection therewith (each, a "Senior Loan Default Notice"),
concurrently with delivery to Borrower of the same. In such event, Subordinate Lender has the
right, but not the obligation, to cure the noticed default by sixty (60) days after the later of (i)
expiration of any notice and cure period afforded Borrower pursuant to the Senior Loan Documents
or (ii) the date Subordinate Lender receives a copy of the Senior Loan Default Notice (the
"Subordinate Lender Cure Period"), provided that Senior Lender shall have the continuing right
to record a notice of default and/or obtain a court -ordered receiver and the Subordinate Lender Cure
Period shall not toll or extend the statutory cure period after Senior Lender's recordation of such a
notice of default. If, however, Senior Lender elects to record a notice of default prior to expiration
of the Subordinate Lender Cure Period, then Senior Lender shall not have the right to demand from
Subordinate Lender any fees or costs incurred by Senior Lender in pursuing its foreclosure or
judicial remedies unless Senior Lender has first obtained the written consent of Subordinate Lender
to Senior Lender's action.
Notwithstanding anything to the contrary contained herein, Senior Lender further acknowledges
and agrees that it shall not complete a foreclosure sale of the Property or record a deed -in -lieu of
foreclosure with respect to the Property (each, a "Foreclosure Remedy") unless Subordinate
Lender has first been given sixty (60) days written notice of the Event(s) of Default giving Senior
Lender the right to complete such Foreclosure Remedy, and unless Subordinate Lender has failed,
within such sixty (60) day period, to cure such Event(s) of Default; provided, however, that Senior
Lender shall be entitled during such sixty (60) day period to continue to pursue all of its rights and
remedies underthe Senior Loan Documents, including, but not limited to, acceleration of the Senior
Loan (subject to any de -acceleration provisions specifically set forth in the Senior Loan
Documents), commencement and pursuit of a judicial or non -judicial foreclosure (but not
completion of the foreclosure sale), appointment of a receiver, enforcement of any guaranty
(subject to any notice and cure provisions contained therein), and/or enforcement of any other
Senior Loan Document. In the event Senior Lender has accelerated the Senior Loan and
Subordinate Lender cures all Events of Default giving rise to such acceleration within the sixty (60)
0
LIIF/City of Palm Spnngs Subordmanon
Aloe Palm Canym
L I I F Acq Loan No. 13945
day cure period described above, such cure shall have the effect of de -accelerating the Senior Loan;
provided, however, that such de acceleration shall not waive or limit any of Senior Lender's rights
to accelerate the Senior Loan or exercise any other remedies under the Senior Loan Documents as
to any future or continuing Events of Default. It is the express intent of the parties hereunder that
Senior Lender shall have the right to pursue all rights and remedies except completion of a
Foreclosure Remedy without liability to Subordinate Lender for failure to provide timely notice to
Subordinate Lender required hereunder, and that Senior Lender's liability hereunder shall be
expressly limited to actual and consequential damages to Subordinate Lender directly caused by
Senior Lender's completion of a Foreclosure Remedy without Subordinate Lender receiving the
notice and opportunity to cure described above. Senior Lender shall give Subordinate Lender
written notice at the address set forth below or such other address as Subordinate Lender may
instruct Senior Lender in writing from time to time:
City of Palm Springs
3200 E Tahquitz Canyon Way
Palm Springs, CA 92262
Attention: Teresa Gallavan, Interim City Manager
b. Notwithstanding anything herein to the contrary, the Senior Loan
Documents are, and will at all times remain, subject and subordinate in all respects to the
encumbrance of the Non -Subordinate City Documents.
C. Senior Lender and City hereby agree that, notwithstanding anything to the
contrary set forth elsewhere herein, following a Foreclosure Remedy (completed after
Senior Lender's compliance with the terms of Section 6 a above), the successor owner of
the Property shall acquire the Property subject to the terms and conditions of the Non -
Subordinate City Documents, except as otherwise expressly provided below:
(i) No successor owner shall be obligated under the DDA to make any
payment under, or to otherwise comply with, any of the provisions set forth therein
related to the Subordinate Loan or otherwise be required to comply with the terms
of the Subordinated Loan Documents;
(ii) The Foreclosure Remedy and the transfer of the Property pursuant
to a Foreclosure Remedy will not violate any limitations on transfers in the Non -
Subordinate City Documents or require the approval of the City. Neither the
successor owner initially acquiring title to the Property as a result of a Foreclosure
Remedy, nor its immediate successor in interest, shall be subject to any of the
limitations upon creation of indebtedness nor creation of any lien securing
indebtedness set forth in the Non -Subordinate City Documents; provided that any
subsequent mortgagee or lienholder with respect to such indebtedness agrees that
in the event of Foreclosure Remedy, the transferee under such Foreclosure Remedy
agrees that it will take subject to the Non -Subordinate City Documents; and
provided further that all other subsequent encumbrances shall be subject to City's
approval under the Non -Subordinate City Documents. Any sale, assignment or
transfer of the Property following a transfer pursuant to a Foreclosure Remedy shall
be subject to City's rights under the Non -Subordinate City Documents to approve
LIIRCtty of Palm Spnngs Subordination
Aloe Palm Canyon
LIIF Acq. Loan No. 33945
such transfer, except that City agrees that its decision to approve any such sale,
assignment or other transfer will be based solely upon whether the proposed
transferee, or its manager, is qualified to manage and operate affordable housing
projects similar to the Property, and the City will not unreasonably withhold, delay
or condition its consent to any such proposed transfer;
(iii) No successor owner would be obligated to pay, or otherwise have
any liability for or in connection with, any claim by City, in its capacity as lender,
for liquidated damages, for indemnification or for damages in connection with any
breach of any term or provision of the Non -Subordinate City Documents first
occurring prior to the date upon which such successor owner acquired title to the
Property;
(iv) No successor owner shall be required to cure any default under the
Non -Subordinate City Documents first occurring prior to the date upon which such
successor owner acquired title to the Property, except that each successor owner
shall be required to cure continuing defaults under the Non -Subordinate City
Documents related to the Property; provided further, however, that each such
successor owner shall have one hundred twenty (120) days after the date upon
which it acquires title to the Property to cure such continuing defaults, or, if any
such continuing default is not reasonably susceptible to a cure by such owner within
such period, to commence curing such default (and in such latter case, such owner
shall thereafter continuously and diligently pursue the cure of such default to
completion);
(v) All reserve requirements imposed by the Non -Subordinate City
Documents shall, after any Foreclosure Remedy, be deemed satisfied so long as
comparable reserves are established and held by the applicable successor owner or
the successor owner's lenders; and
(vi) The City, after a Foreclosure Remedy, shall not unreasonably
withhold, delay or condition any consent or approval contemplated by this
Subordination Agreement.
d. The parties hereby acknowledge that, pursuant to the DDA, if the Borrower
fails to satisfy certain "Post -Closing Conditions" as defined and set forth in Section 3.12
of the DDA, the City has a reversionary interest in the Property. Notwithstanding anything
herein to the contrary, to the extent such reversionary right is not terminated upon
satisfaction of the Post -Closing Conditions, the reversionary right of City as set forth in
Section 3.12 of the DDA and Borrower's obligation to transfer the Property to Subordinate
Lender upon the Borrower's failure to satisfy a Post -Closing Condition shall survive any
Foreclosure Remedy by Senior Lender. Upon any transfer of the Property by Borrower to
City as a result of Borrower's failure to satisfy any Post -Closing Condition, Senior Lender
agrees to reconvey the lien of the Senior Deed of Trust upon payment in full of the Senior
L1IF City of Pain Springs Sibordiranon
Ala Palm Canyon
L1IF Acq Loan No 33945
Loan. In the event of a conflict between this paragraph d. and any other provision in this
Agreement, this paragraph shall control.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute and be construed as one and the same instrument.
8. Notices. All notices to be given pursuant to this Agreement shall be in writing and shall be deemed
given when hand -delivered, or two business days after deposit in the U.S. mail, postage prepaid, to
the parties at the addresses set forth below, or to such other place as a Party may from time to time
designate for itself by notice to the other parties. No successor or assign of a Party shall be entitled
to notices or opportunity to cure defaults hereunder unless notice of the transfer is given in
accordance with this subsection.
NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH
ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY
SECURITY TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE
EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND.
IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE
PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO.
[Signature Pages Follow]
9
LIIFCiry of Palm Springs Subordmanon
Aloe Pabn Canyon
LIIF Acq Loan No. 33943
IN WITNESS WHEREOF, Borrower, Subordinate Lender and Senior Lender have executed this
Agreement as of the date appearing on the first page of this Agreement.
BORROWER:
ALOE PALM CANYON, L.P.,
a California limited partnership
By: Aloe Palm Canyon LLC,
a California limited liability company,
its general partner
By: West Hollywood Community Housing Corporation,
a California nonprofit public benefit corporation,
its sole member and manger
Jesse Slansky.
President and Chief Executive Officer
Address for Notice:
Aloe Palm Canyon, L.P.
c/o West Hollywood Community Housing Corporation
7530 Santa Monica Blvd,
West Hollywood, CA 90046
Attn: Jesse Slansky, President and CEO
Signature Page to Subordination Agreement
L [ I FiC ity of Palm Springs Subordination
Aloe Palm Canyon
L[IF Acq Loan No.33945
SUBORDINATE LENDER:
CITY OF PALM SPRINGS,
a California charter city and municipal corporation
By: _
Teresa Gallavan, Interim City Manager
APPROVED AS TO FORM:
By:
City At ney
Address for Notice:
City of Palm Springs
3200 E Tahquitz Canyon Way
Palm Springs, CA 92262
Attention: City Manager
Signature Page to Subordination Agreement
LtIF Cny of Palm SpnngS Subordination
Aloe Palm Canyon
L11F Acq. Loan No. 33945
SENIOR LENDER:
LOW INCOME INVESTMENT FUND,
a California nonprofit public benefit corporation
By:
Name:
Its:
Address for Notice:
Low Income Investment Fund
49 Stevenson St, Suite 300
San Francisco, CA 94105
Attn: General Counsel
Email: legal(,&Iiifund.org
With a copy to:
Low Income Investment Fund (LIIF)
1900 M Street NW, Suite 550
Washington, DC, 20036
Attn: General Counsel
Email: legal ;ii l i i fund.org
(ALL SIGNATURES MUST BE ACKNOWLEDGED)
Signature Page to Subordination Agreement
LIIF/City of Palm Spnngs Subordination
Aloe Palm Canyon
LIIF Acq. Loan No. 33945
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
State of California )
)SS
County of t.Q trf) J )
On � C.*mb PV f 2022 before me,
ktmai y0- Kris% a Notary Public, personally appeared
CrGSa �A l�GnrG� rt who proved to me on the basis of satisfactory
evidence to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her their authorized capacity (ies), and that by
his/her/their signature (s) on the instrument the person (s), or the entity upon behalf of which the person
(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature 3
UlKity, of Pem Spr:pa Subon inaton
Aloe Palm Carryon
LHF Acq. Lon No. 33945
———————————--
BRENT RA51
Notary Public - California
Riverside County
Commission t 7398347
My Comm. Expires Mar 24, 2026
(SEAL)
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
State of California
) ss
County of
Oat , 2022 before me,
a Notary Public, personally appeared
who proved to me on the basis of satisfactory
evidence to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her their authorized capacity (ies), and that by
his/her/their signature (s) on the instrument the person (s), or the entity upon behalf of which the person
(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
LIIF/City of Pa m Springs Subordinaton
Aloe Palm Canyon
LIIF Aoq. Loan No. 33945
(SEAL)
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
State of California
ss
County of
On , 2022 before me,
a Notary Public, personally appeared
who proved to fne on the basis of satisfactory
evidence to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her their authorized capacity (ies), and that by
his/her/their signature (s) on the instrument the person (s), or the entity upon behalf of which the person
(s) acted, executed the instrument.
l certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
LIIF/City of Palm Springs Subordination
Aloe Palm Canyon
LIIF Acq. Loan No 33945
(SEAL)
EXHIBIT A
DESCRIPTION OF PROPERTY
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF RIVERSIDE, STATE
OF CALIFORNIA, DESCRIBED AS FOLLOWS:
PARCEL A: ASSESSOR'S PARCEL NO: 505-182-010
ALL THAT REAL PROPERTY SITUATED IN THE COACHELLA VALLEY COUNTY WATER
DISTRICT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND PARTICULARLY
DESCRIBED AS FOLLOWS:
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION
10, IN THE TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, BY
METES AND BOUNDS, COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 10;
THENCE SOUTH 89051' WEST, 353 FEET TO THE CENTER LINE OF THE COUNTY HIGHWAY;
THENCE SOUTH ON THE CENTER LINE OF THE COUNTY HIGHWAYS, 700.13 FEET; THENCE
SOUTH 89050' WEST 30 FEET, TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 89050' WEST, 205.88 FEET;
THENCE SOUTH 0010' EAST, 211.68 FEET;
THENCE NORTH 89050' EAST 205.30 FEET, MORE OR LESS TO THE WESTERLY LINE OF SAID
COUNTY HIGHWAY;
THENCE NORTH ON SAID WESTERLY LINE OF THE COUNTY HIGHWAY, 211.88 FEET MORE
OR LESS, TO THE POINT OF BEGINNING.
PARCEL B: (PORTION ASSESSOR'S PARCEL NO.505-182-004)
LOT 121N BLOCK A OF LOS ANGELES PALMAS ESTATES, AS SHOWN BY MAP ON FILE IN
BOOK 15 PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
PARCEL BI: (PORTION ASSESSOR'S PARCEL NO. 505-182-004)
THAT PORTION OF LOTS 5 AND 6 IN BLOCK A OF LAS PALMAS ESTATES, AS SHOWN BY
MAP ON FILE IN BOOK I5. PAGES 15 AND 16 OF MAPS, RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 5, BEING ALSO THE MOST
NORTHERLY CORNER OF SAID LOT 6;
THENCE SOUTH 89050' WEST ALONG THE BOUNDARY LINE OF SAID LOT 5, 35.77 FEET;
THENCE IN A SOUTHWESTERLY DIRECTION TO A POINT ON THE NORTHERLY LINE OF
CAMINO DEL NORTE, 3 FEET SOUTHEASTERLY FROM THE NORTHWESTERLY CORNER OF
SAID LOT 6;
Exhibit A
LIIFICity of Palm Springs Subordination
Aloe Palm Canyon
LIIF Acq Loan No. 33945
THENCE SOUTH ALONG THE EASTERLY LINE OF CAMINO DEL NORTE TO THE
SOUTHWESTERLY CORER OF SAID LOT 6;
THENCE EASTERLY, ALONG THE SOUTHERLY LINE OF SAID LOT 6, TO THE
SOUTHEASTERLY CORNER OF SAID LOT;
THENCE NORTHERLY, ALONG THE EASTERLY LINE OF SAID LOT 6, TO THE POINT OF
BEGINNING.
Exhibit A
LIIF/City of Palm Springs Subordination
Aloe Palm Canyon
LIIFAcq. Loan No. 33945